EXHIBIT 10.22
MASTER EQUIPMENT LEASE
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This Master Equipment Lease Agreement ("Agreement") is entered into as of
the 14th day of December, 1994, by and between General Electric Capital
Computer Leasing Corporation ("Lessor") and Interplay Productions, Inc.
("Lessee").
Article 1. Leasing, Term and Rent
1.1 This Agreement states the general terms and conditions upon which Lessor
from time to time will acquire and lease certain equipment, additions or upgrade
("Equipment") to Lessee. At the time Lessor and Lessee mutually agree to lease
particular Equipment, each item of Equipment ("Item") shall be described on an
Equipment schedule ("Schedule") in the form of Exhibit A, which Schedule shall
incorporate this Agreement by reference. Each Schedule shall constitute a
separate lease ("Lease"). If specific provisions of a Schedule are inconsistant
with this Agreement, the Schedule shall control.
1.2 A Lease shall commence with respect to an Item on the date ("Lease
Commencement Date") which (a) for Equipment installed by the vendor, supplier or
manufacturer (any such vendor, supplier or manufacturer being herein called a
"Vendor"), is the date the Equipment is accepted by Lessee, and (b) for all
other Equipment (e.g., not requiring installation, or used), is five days after
the Equipment is delivered to Lessee. Lessee shall notify Lessor of the Lease
Commencement Date by promptly delivering to Lessor a Certificate of Acceptance
in the form of Exhibit B. If the Lease Commencement Date is the first day of a
month, the "Term Commencement Date" shall be the same date. If not, the Term
Commencement Date shall be the first day of the month immediately following the
Lease Commencement Date.
1.3 Prior to any Lease Commencement Date, Lessee agrees to provide to Lessor
an executed Schedule and the documents identified on the Schedule. If Lessee
shall fail timely and properly to deliver such documents to Lessor, Lessor shall
have no obligations to lease the Equipment in respect of which such documents
are requested. Lessor's obligation to lease Equipment to Lessee is further
subject to (a) no "Default" (as defined in Section 6.1), or event which with the
giving of notice, passage of time or both, would constitute a Default, occurring
and continuing under this Agreement or any Lease, and (b) the Lease Commencement
Date being prior to the "Cut-off Date" (as set forth in the applicable
Schedule). In the event the conditions precedent stated in this Section 1.3 are
not satisfied, and Lessor has delivered its purchase order for the Equipment to
Vendor or entered into a purchase order assignment with Lessee, then Lessor
shall be entitled to (x) assign (or re-assign, as applicable) the purchase order
for the Equipment to Lessee without recourse or warranty, (y) collect from
Lessee all sums theretofore paid by Lessor to Vendor, and (z) collect from
Lessee any out-of-pocket expenses incurred in connection with the Equipment or
purchase order.
1.4 The "Term" of the Lease shall consist of the "Interim Period" (the period
of time from and including the Lease Commencement Date to the Term Commencement
Date), if any, plus the number of full months specified in the Schedule as the
"Initial Term." Thereafter, if no Default, or event which with the giving of
notice, passage of time or both, would constitute a Default, has occurred an is
continuing under a Lease, the Term shall be automatically extended for
successive one-month "Renewal Terms" unless the Lease is terminated by either
party by giving notice of termination to the other party. Such termination shall
be effective on a date not earlier than ninety days after said notice, and in no
event prior to expiration of the Term. The last day of the Term (i.e, Initial
Term or Renewal Term, as applicable) shall be the "Termination Date".
1.5 Lessee shall pay to Lessor as rent ("Rent") for the Equipment, "Interim
Rent" equal to one-thirtieth of the "Basic Rent" specified in the Schedule for
each day of the Interim Period, plus the Basic Rent for each full month of the
Term. All Rent payments shall be due for such periods and at such times as
indicated on the applicable Schedule. Lessee shall pay to Lessor the fair market
rental value of the
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Equipment or one-twentieth of the Basic Rent, whichever is higher, for each day
beginning with the day after the Termination Date up to and including the date
the Equipment is returned to Lessor in accordance with Section 2.8.
Article II. Use of Equipment by Lessee
2.1 Lessee shall be responsible for the preparation of a suitable site for the
Equipment on or before its scheduled delivery date and for the installation of
the Equipment. Equipment which requires installation shall be installed by the
Equipment manufacturer or its designated representative. All installation
charges shall be borne by the Lessee.
2.2 Lease shall at its expense comply with and conform to all federal, state
and local laws, ordinances, rules and regulations relating to the possession,
use, maintenance or modification of the Equipment. Lessee shall not take any
action which would impair or violate Vendor's patent rights or copyrights in and
to the Equipment, or any software license for the Equipment. On reasonable prior
notice to Lessee, Lessor and Lessor's agents shall have the right, during
Lessee's business hours, to enter the premises where the Equipment is located
for the purpose of inspecting the Equipment and observing its use.
2.3 Lessee shall at its expense affix and maintain in a prominent position on
each Item any plates, tags or identifying labels provided by Lessor to indicate
its ownership of the Equipment.
2.4 Lessee may at its expense relocate the Equipment with the prior written
consent of Lessor, which consent shall not be unreasonably withheld. In no event
shall Lessee relocate the Equipment outside the continental United States.
2.5 Lessor hereby assigns to Lessee for the Term all warranties made with
regard to the Equipment by Vendor. With respect to warranties which are not
assignable, Lessor agrees to take such reasonable actions at Lessee's request
and expense as are necessary to enforce such warranties for Lessee's benefit.
2.6 It is the intention of Lessor and Lessee that the Equipment shall at all
times be and remain personal property and shall not become a fixture upon or a
part of any real property where the Equipment is located, Lessee shall not affix
the Equipment to the real property. Lessee shall obtain and provide to Lessor,
upon request, waivers from each real property landlord, mortgagee or lienholder
for the site at which the Equipment is located, waiving any interest that it may
have in the Equipment arising from its interest in the real property.
2.7 Lessee shall at its expense and all times during the Term operate and
maintain the Equipment in good operating order, repair, conditions and
appearances, normal wear and tear excepted, and in accordances with Vendor's
specifications and recommendations. Lessee covenants that it will, at its
expense, enter into, maintain and enforce for the Term a maintenance agreement
with a maintenance organization acceptable to Lessor, covering at lease prime
shift maintenance of the Equipment.
2.8 On or before the Termination Date, Lessee shall pack the Equipment in
accordance with Vendor's guidelines and in Vendor's standard packaging
materials, load the Equipment on board such carrier as Lessor shall specify, and
deliver the same to Lessor at any destination within the continental United
States designated by Lessor. Any dismantling, packaging, transportation charges
and transportation insurance costs shall be borne by Lessee. The Equipment
returned to Lessor shall, at the time it is removed from Lessee's premises, be
in the same condition and working order as when delivered to Lessee, reasonable
wear and tear excepted, and certified for manufacturer's maintenance by its
manufacturer.
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Article III. Upgrades
3.1 Lessee may from time to time install alterations, additions and upgrades to
the Equipment (collectively "Upgrades") if they are readily removable, will not
impair the originally intended function or purpose of the Equipment, are owned
by Lessee or leased from Lessor, and do not subject the Equipment to any lien or
security interest in favor of any other party. Upgrades which are owned by
Lessee shall, upon Lessor's request, be removed from the Equipment prior to
return of the Equipment pursuant to Section 2.8. Lessee at its own expense shall
repair any damage caused by such removal and return the Equipment to its
original state, normal wear and tear accepted. Any Upgrade which is not removed
prior to return of the Equipment to Lessor shall become the property of Lessor
upon return of the Equipment, and Lessee shall have no further right, title or
interest in the Upgrade or in the proceeds thereof.
3.2 Lessee shall not, without the prior written consent of Lessor, affix or
install any Upgrade on the Equipment if it is not readily removable. If Lessor
consents to a non-removable Upgrade, it shall be affixed or installed in
accordance with applicable law, shall become the property of Lessor upon
affixation or installation, and shall be considered an Item.
Article IV. Risk of Loss
4.1 From the date Equipment is delivered to Lessee until it is returned to
Lessor, Lessee shall bear all risk of loss, damage, theft, destruction, wearing
out and condemnation to or of the Equipment from any and every cause whatsoever.
4.2 Lessee shall at its expense maintain all-risk, public liability, theft and
property damage insurance on the Equipment in amounts as stated in the Schedule.
Additionally, if Lessee shall relocate the Equipment in accordance with Section
2.4, Lessee shall maintain in-transit insurance on the Equipment. All policies
for such insurance shall include Lessor as an additional insured, as its
interest may appear, and shall name Lessor as loss payee. All insurance shall be
primary and shall not be subject to any co-insurance clause. All policies of
insurance required hereunder shall be issued by insurance companies acceptable
to Lessor and shall provide that they may not be cancelled or materially altered
without at least thirty days' prior written notice to Lessor. Not later than the
Lease Commencement Date, Lessee shall furnish Lessor with certificates and, if
requested, copies of all insurance policies required to be carried by Lessee
with respect to the Equipment.
4.3 In the event any Item is lost, destroyed stolen or damaged beyond repair
("Casualty"), Lessee shall be liable to Lessor and shall pay Lessor an amount
("Casualty Value") equal to all Rent and other amounts then due and owing with
respect to such Item plus the greater of (a) the fair market value of the Item
immediately preceding the Casualty thereto, or (b) the Stipulated Loss Value
determined in accordance with Annex A to the applicable Schedule. Lessee shall
pay Lessor such Casualty Value within thirty days of the date of the Casualty.
Upon receipt by Lessor of the Casualty Value for any Item, the Lease shall
terminate with respect to such Item. The fair market value of an Item shall be
the price at which a buyer under no compulsion to buy would purchase such Item
at retail from a seller under no compulsion to sell. Upon termination of the
Lease with respect to an Item, Lessee shall dispose of Item salvage in
accordance with Lessor's instructions. In the event of a partial destruction of
or repairable damage to any Item, the Lease shall continue with respect to such
Item and Lessee shall at its expense promptly cause such Item to be repaired to
a condition acceptable to Lessor. There shall be no abatement of Rent hereunder
in such event. Lessee will notify Lessor of any Casualty or partial destruction
to the Equipment within three business days of the date of its occurrence.
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Article V. Assignment or Sublease
5.1 Lease shall not assign, sublease, hypothecate, mortgage, pledge or
encumber, in whole or in part, its rights under this Agreement or any Lease, or
its rights to the Equipment or any Item, without the prior written consent of
Lessor, which consent shall not be unreasonably withheld. Any action in
contradiction hereto shall be null and void and without force or effect. Lessee
may assign or sublease this Agreement or any Lease to an affiliate of Lessee,
provided that such assignment or sublease shall not relieve Lessee of its
obligations under this Agreement or such Lease. Lessor shall have the option to
substitute itself for the assignee or sublessee under the terms of any proposed
assignment or sublease.
5.2 Lessor may without notice to Lessee assign, sublease, hypothecate,
mortgage, pledge or encumber, in whole or in part, its right, title and interest
in and to this Agreement, any Lessee or, subject to Lessee's rights hereunder,
any Item. In the event of any such action by Lessor; (a) upon notification by
Lessor and request by an assignee, Lessee will execute such documents as Lessor
or its assignee may reasonably request confirming Lessee's obligations hereunder
and will make all payments of Rent and other amounts due hereunder directly to
such assignee; (b) Lessee's obligations hereunder shall not be subject to any
reduction, abatement, defense, set-off, counterclaim or recoupment for any
reason whatsoever; (c) Lessee will not, after obtaining knowledge of any such
assignment, consent to any modification of the Agreement or any assigned Lease
without the consent of such assignee; and (d) Lessor's assignee shall be
entitled to such right, title and interest in the Agreement, Lease or Equipment
as is set forth in Lessor's notification of assignment to Lessee.
Article VI. Default and Remedies
6.1 With respect to each Lease, the occurrence of any of the following events
shall constitute a Default hereunder; (a) a failure by Lessee to pay when due
any Rent or other charge required to be paid by Lessee hereunder, and the
continuance of such failure for seven days after notice from Lessor; (b) a
failure by Lessee to maintain insurance on the Equipment as required by Section
4.2; (c) a failure by Lessee to perform or observe any other term or condition
of a Lease, which failure is not cured within thirty days after notice from
Lessor; (d) the breach by Lessee of any term or condition of any software
license for the Equipment or used in conjunction with the Equipment, provided
that such breach has a material adverse impact on the value or usefulness of the
Equipment; (e) Lessee cases doing business as a going concern, makes an
assignment for the benefit of creditors, admits in writing its inability to pay
its debts as they become due, files a petition seeking relief for itself under
the federal Bankruptcy Code or any similar federal or state statute, law or
regulation, or files an answer admitting the material allegation of such a
petition, or consents to or acquiesces in the appointment of a trustee, receiver
or liquidator for the Equipment of for Lessee or all or any substantial part of
its assets or properties; (f) the filing of proceedings against Lessee under the
federal Bankruptcy Code or any similar federal or state statute, law or
regulation, which have not been dismissed within sixty days of filing, or the
appointment without Lessee's consent or acquiescence of any trustee, receiver or
liquidator for Lessee or any substantial part of Lessee's assets or properties,
which appointment has not been vacated within sixty days of appointment; (g) the
sale, transfer or disposal by Lessee of all or substantially all of its assets
or property, or the merger or consolidation of Lessee with any other entity,
unless Lessee in the surviving entity and has a net worth greater than or equal
to its net worth immediately prior to the merger or consolidation; or (h) any
representation or warranty of Lessee proves untrue.
6.2 Upon the occurrence of a Default, Lessor by written notice to Lessee may
declare the subject Lease in default, and unless otherwise agreed to by Lessor,
such Default shall apply to any Leases executed hereunder specifically
designated in such notice. Alternatively, Lessor may, without waiving the
Default, make a payment or perform or comply with the provisions of the Lease,
the nonpayment, nonperformance or noncompliance of which caused the Default, and
in addition to any other obligations hereunder, Lessee shall pay Lessor upon
demand the amount of such payment and/or shall reimburse
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Lessor for the expenses actually incurred in connection with such payment,
performance or compliance, as the case may be.
6.3 Upon Default, Lessor shall have the right, in its sole discretion, to
exercise any one or more of the following remedies in order to protect its
interests, reasonably expected profits and economic benefits. Lessor may (a)
declare any Lease entered into pursuant to this Agreement in default, (b)
terminate in whole or in part any Lease, (c) recover from Lessee any and all
amounts then due and to become due, discounted to present value at the rate of
U.S. Treasury bills with a three-month maturity, (d) take possession of any or
all Items, wherever located, without demand or notice, and without any court
order or other process of law, and (e) demand that Lessee return any or all
Items in accordance with Section 2.8 and, for each day that Lessee shall fail to
return any Item, Lessor may demand an amount equal to the Rent, prorated on the
basis of a thirty-day month, in effect immediately prior to such Default. Upon
repossession or return of such Item(s), Lessor may sell, lease or otherwise
dispose of such Items in a commercially reasonable manner, with or without
notice and on public or private bid, and apply the net proceeds thereof toward
the amounts due under the Lessee, but only after deducting (x) all expenses,
including attorney's fees, incurred in connection therewith, and (y) in the case
of any sale, the estimated fair market value at retail of such Items as of the
scheduled expiration of the Lease, or (z) in the case of any replacement lease,
the rent due for any period beyond the scheduled expiration of the Lease for
such Items. Any excess proceeds are to be retained by Lessor.
6.4 The foregoing remedies are cumulative and may be exercised in lieu of or in
addition to each other or any remedies at law, in equity or under statute.
Lessee waives demand of performance and notice of or place of sale or other
disposition and the manner and place of any advertising. No delay or failure to
exercise any right, power or remedy by Lessor shall impair any such right, power
or remedy of Lessor, nor shall it be construed to be a waiver of or acquiescence
in any later breach or Default.
Article VII. Net Lease Provisions
7.1 Lessor warrants that Lessor will not interfere, nor cause anyone acting by
or through Lessor to interfere, with Lessee's quiet enjoyment of the use of the
Equipment, so long as no Default shall have occurred and be continuing. Except
for Lessor's warranty of quiet enjoyment, Lessor makes no warranty, express or
implied, as to any matter whatsoever, including but not limited to the Equipment
design, workmanship or materials, or the implied warranties of merchantability
or fitness for a particular purpose. Lessee acknowledges that Vendor and Lessor
are separate entities, each of which has entered into this transaction for
independent business reasons, and that neither Lessor nor Vendor has acted,
acts, or shall be deemed to have acted or act, as an agent of the other. Lessor
shall have no responsibility or liability to Lessee for (a) loss or damage cause
directly or indirectly by any Item, or (b) the delivery, use, operation,
servicing, maintenance, repair, replacement or performance of any Item.
7.2 Each Lease is a net lease and Lessee's obligations to pay Rent and other
amounts due shall be absolute and unconditional. This obligation of Lessee shall
not be affected by or subject to any abatement, reduction, set-off, defense,
counterclaim, interruption, deferment or recoupment of any kind whatsoever,
including without limitation Lessor's actual or alleged gross negligence or
willful misconduct, frustration of contract, or the loss of possession or
destruction of all or any part of the Equipment. It is the intent of the parties
that Rent and other amounts due shall continue to be payable in all events in
the manner and at the times set forth in the Lease. Nothing contained herein
shall impair Lessee's right to maintain an independent action at law or in
equity.
7.3 As additional Rent, Lessee shall pay and discharge before they become
delinquent, or shall reimburse Lessor in accordance with this Section for, all
license fees, assessments and sales, use, property, excise and other taxes,
however designated (each such fee, assessment or tax an "Imposition") now or
hereafter imposed or assessed by any foreign, federal, state or local government
upon the ownership, delivery, installation, leasing, renting, use or sale of the
Equipment, or the Rent or other
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charges payable hereunder, whether assessed on Lessor or Lessee, together with
any penalties or interest in connection therewith attributable to Lessee's acts
or failure to act. Notwithstanding the foregoing, Lessee shall have no liability
for any Imposition on or measured by the net income of Lessor. For Impositions
for which Lessor is responsible under applicable law, lessor shall file all
declarations, forms and returns and shall pay the taxing authority directly.
Lessor shall invoice Lessee for such Impositions and Lessee shall pay Lessor as
additional Rent amounts owed for such Impositions within thirty days of receipt
of such invoice. For all Impositions other than those described in he proceeding
sentence, Lessee shall file all declarations, forms and returns and do all
things necessary and appropriate in connection with the levy, assessment,
billing or payment of same, including whatever action may be required to have
the Imposition billed directly to Lessee or to the Lessor in the care of Lessee.
In all declarations, forms or returns Lessee shall show Lessor as owner of the
Equipment and shall send copies of name to Lessor with evidence of payment.
7.4 Lessee shall indemnify, defend and hold harmless Lessor, its agents and
assignees, from and against any and all claims, actions, suits, proceedings,
costs, expenses (including court costs and attorneys' fees), damages,
obligations, penalties, injuries and liabilities (whether or not discovered or
arising before or after Lease termination), including Lessor's strict liability
in ???? ("Claims"), arising out of, connected with or resulting from the
selection, manufacture, purchase, acceptance or rejection of Equipment, the
ownership of Equipment during the term of this Agreement or any Lease, and the
delivery, lease, possession, maintenance, use, condition, return, or operation
of Equipment or Upgrades thereto (including, without limitation, latent and
other defects, whether or not discoverable by Lessor or Lessee, and any claim
for patent, trademark or copyright infringement), excepting only Claims that
arise solely out of the gross negligence or willful misconduct of Lessor. Lessee
shall at its expense defend any and all actions based on or arising out of the
foregoing. Lessee shall notify Lessor immediately upon receipt of notice or
knowledge of any event which may give rise to a Claim, and shall not, without
the consent of Lessor, settle any Claim without obtaining a full release of any
and all possible claims against Lessor.
7.5 Lessee shall have no right, title or interest in or to the Equipment except
as lessee and as expressly set forth in the Lease. Throughout the term of each
Lease, Lessee shall, upon Lessor's request, execute and deliver to Lessor for
filing such Uniform Commercial Code financing statements or other similar or
substitute documents as Lessor in its discretion deems necessary and/or
appropriate to protect its right, title and interest in and to the Equipment.
Lessee shall at its expense protect and defend the title and rights of Lessor
to or in the Equipment from and against all claims, liens, charges, encumbrances
and legal processes, whether imposed, asserted or instituted by creditors of
Lessee or otherwise, and shall at its expense promptly take all action necessary
to discharge the same.
7.6 Lessee hereby represents, warrants and covenants that (a) Lessor as owner
of the Equipment shall be entitled to all items of deduction specified in the
applicable Schedule ("Tax Benefits"), and (b) at no time will Lessee take or
omit to take, or permit any sublessee or assignee to take or omit to take, any
action (whether or not permitted hereby) which would result in the
disqualification of the Equipment for, or recapture of, all or any portion of
the Tax Benefits. If as a result of a breach of any representation, warranty or
covenant of Lessee relating to any Item (x) Lessor shall determine that Lessor
is not entitled to claim on its Federal income tax return all or any portion of
the Tax Benefits with respect to any Item, or (y) any Tax Benefit claimed on the
Federal income tax return of Lessor is disallowed or adjusted by the Internal
Revenue Service, or (z) any Tax Benefit is recomputed or recaptured (any such
determinations, disallowance, adjustment, recomputation or recapture being xxxxx
called a "Loss"), then Lessee shall pay to Lessor as additional Rent such
amounts, or from time to time such amounts, on the next succeeding Rent payment
date but in no event more than thirty days after written notice to Lessee of
such Loss, as shall in the reasonable opinion of Lessor, cause Lessor's net
after-tax rate of return in respect of each Item as to which a Loss has occurred
to equal the net after-tax rate of return that would have been in affect had
Lessor been entitled to its anticipated utilization of all of the Tax Benefits.
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7.7 Lessee agrees to take such further action and to execute such additional
documents, instruments and financing statements as Lessor shall reasonably
request in order to complete the transactions contemplated by this Agreement or
by any assignment by Lessor or to protect Lessor's interest in the Equipment.
7.8 The rights and obligations set forth in this Article shall survive the
termination or expiration of this Agreement or any Lease.
Article VIII. Miscellaneous
8.1 Any notice shall be effective upon personal delivery or mailing by
certified mail, return receipt requested. Notices shall be delivered or sent to
the addresses stated below, or at such other address as a party may provide by
notice.
8.2 Lessee shall within ninety days of the close of each fiscal year of Lessee
deliver to Lessor Financial Statements certified to by a recognized firm of
certified public accountants. Upon request, Lessee will deliver to Lessor
quarterly, within ninety days of the close of each fiscal quarter of Lessee, in
reasonable detail, quarterly Financial Statements certified to by the chief
financial officer of Lessee.
8.3 This Agreement shall be interpreted in accordance with the substantive law,
but not the choice of law rules, of the State of California.
8.4 This Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements and understandings, both written and oral, with
respect to the subject matter hereof. Lessor's failure at any time to require
strict performance by Lessee of any of the provisions hereof shall not waive or
diminish Lessor's right thereafter to demand strict compliance therewith. If any
provision of this Agreement shall be deemed unenforceable under applicable law,
it shall be deemed stricken, but the remainder of this Agreement shall remain in
full force and effect and shall be construed to give effect to the intent of the
parties. In any litigation arising out of a Lease, the prevailing party shall be
entitled to recover its costs and reasonable attorneys' fees, whether or not the
action is prosecuted to judgment. The parties waive all right to trial by jury
in any litigation. Neither party shall be liable to the other party for any
consequential damages arising under or in any way connected with this Agreement.
Time is of the essence in this Agreement.
8.5 This Agreement may not be altered or varied nor its provisions waived
except in writing duly executed by Lessor and Lessee.
8.6 Any payments of Rent or other amounts payable by Lessee hereunder that
become past due shall bear interest compounded monthly from the due date until
the date received by Lessor at the rate of eighteen percent per annum or the
maximum rate allowed by applicable law, whichever is lower.
8.7 This Agreement may be executed by the parties in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument. To the extent a Lease constitutes
chattel paper (as such term is defined in the Uniform Commercial Code or
portions thereof adopted by the applicable jurisdiction), no security interest
may be created or conveyed through the transfer or posession of any document
other than the original Schedule to such Lease.
8.8 This Agreement may be terminated by either party upon thirty days' notice,
provided that each Lease then in effect shall survive any termination of this
Agreement.
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In witness whereof, the parties have caused this Agreement to be executed
by their duly authorized representatives as of the date first above-written.
LESSEE: LESSOR:
INTERPLAY PRODUCTIONS, INC. GENERAL ELECTRIC CAPITAL COMPUTER
LEASING CORPORATION
By: /s/ Xxxxx Camps By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------- -----------------------------------
Name: XXXXX CAMPS Names: Xxxxx X. Xxxxxxxx
---------------------------------- --------------------------------
Title: CFO Title: VP and General Counsel
--------------------------------- --------------------------------
Address: 00000 Xxxxx Xxxxxx Address: 0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
Attn: Xxxxx Camps Attn: VP-Operations
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EQUIPMENT SCHEDULE 1
GENERAL ELECTRIC CAPITAL COMPUTER LEASING CORPORATION ("Lessor") and INTERPLAY
PRODUCTIONS, INC. ("Lessee") are parties to a Master Equipment Lease Agreement
dated as of December 14, 1994 (the "Agreement"). This Schedule and the Agreement
together comprise a separate Lease between the parties. The terms and conditions
of the Agreement are hereby incorporated by reference into this Schedule. All
initially-capitalized terms not defined in this Schedule shall have the meanings
ascribed to them in the Agreement.
EQUIPMENT
GROUP A: HARDWARE
-------------------
Type/Model of
Manufacturer New Equipment Qty Unit Cost Extended Cost
------------ ------------- --- --------- -------------
SGI Indigo 2 Extreme workstation 2 $38,043.00 $76,086.00
GROUP B: SOFTWARE
-------------------
Manufacturer License No Type/Version of Software Qty Unit Cost Extended Cost
------------ ---------- ------------------------ --- --------- -------------
Alias Power Animator Software 2 $26,214.00 $52,428.0O
DOCUMENTS
Lessee shall provide the following prior to the Lease Commencement Date:
1. Executed Master Equipment Lease Agreement
2. Executed Equipment Schedule 1
3. Executed UCC-1 Financing Statement(s)
4. Insurance Documentation
5. Purchase Order Assignment & Consent
6. Executed Certificate of Incumbency
WARRANTIES AND REPRESENTATIONS
Lessee hereby represents, warrants and covenants to Lessor that:
1. Lessee is a corporation validly existing and in good standing under the
laws of the state of its incorporation, with adequate power and capacity to
enter into this Lease, documents relative to the purchase of the Equipment and
any other documents required to be delivered in connection with this Lease (the
Lease, purchase documents and other documents collectively referred to as the
"Documents"), and is qualified to do business wherever necessary to carry on its
present business and operations, including the jurisdiction(s) where the
Equipment is to be located. Lessee is not a public utility holding company or a
not-for-profit corporation.
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2. The Documents have been duly authorized, executed and delivered by
Lessee and constitute valid, legal, and binding agreements, enforceable in
accordance with their terms, except to the extent that the enforcement of
remedies may be limited under applicable bankruptcy and insolvency laws.
3. No approval, consent or withholding of objections is required from any
federal, state or local government authority or instrumentality with respect to
the entry into or performance by Lessee of the Documents.
4. The entry into and performance by Lessee of the Documents will not (a)
violate any judgment, order, law or regulation applicable to Lessee, or any
provision of Lessee's Certificate of Incorporation or Bylaws, or (b) result in
any breach of, constitute a default under, or result in the creation of, any
lien, charge, security interest or other encumbrance upon any Equipment.
5. There are no suits or proceedings pending or threatened in court or
before any regulatory commission, board or other administrative governmental
agency against or affecting Lessee which will have a material adverse effect on
the ability of Lessee to fulfill its obligations under this Lease.
6. The Financial Statements delivered to Lessor have been prepared in
accordance with generally accepted accounting principles consistently applied
and fairly present the financial position of Lessee on and as of the date
thereof and the results of its operations for the period or periods covered
thereby. Since the date of such Financial Statements there has been no material
adverse change that would affect the accuracy of such Financial Statements.
MISCELLANEOUS
The following terms are specifically applicable to this Schedule:
1. The Lease Commencement Date shall be December 31, 1994, therefore the
Cut-off Date shall not apply
2. The Initial Term is 36 months.
3. The Basis Rent is $3,680.00 per month, payable in advance.
4. Commencing on the Lease Commencement Date and on the same date of each
month thereafter during the Initial Term and any Renewal Term, Lessee shall pay
the Basis Rent in immediately-available U.S. funds.
5. The Equipment is to be located at 00000 Xxxxx Xxxxxx, Xxxxx, XX.00000.
6. The Lessee shall carry public liability insurance in the amount of
$2,000,000 total liability per occurrence and casualty and property damage
insurance in an amount equal to the greater of the Casualty Value or full
replacement cost of the Equipment.
2
7. The Stipulated Loss Values shall be as determined by the attached
Annex A.
8. In the Equipment description, Item(s) listed in Group B are software
(the "Software"). Lessor makes no representation or warranty relating to the
Software, including without limitation any warranty of title, infringement,
quiet enjoyment, description or fitness for use with respect thereto, it being
understood that Lessor does not lease or license the Software to Lessee.
Lessor shall pay Alias Corporation, the licensor of the Software, $52,428.00 as
the fee to acquire for Lessee the right to use the Software. Lessee's obligation
under Section 7.2 of the Agreement to pay Rent shall not be affected by any
inadequacy of the Software, by the failure of the licensor to support the
Software, by the bankruptcy of the licensor of the Software, or the like. In the
event of a Casualty of the Equipment in Group A, then the fee for the software
license shall be added to and included in the determination of the Casualty
Value. Upon the occurrence of a Default, then in addition to the remedies
specified in 6.3 of the Default and Remedies, Lessor shall be entitled to direct
Lessee to cease further use of the Software. Lessee hereby agrees to immediately
cease use of the Software upon receipt of such a direction from Lessor. Lessee
further agrees that the detriment which Lessor will suffer as a result of a
breach by Lessee of the obligation contained in the foregoing sentence cannot be
adequately compensated by monetary damages, and therefore Lessor shall be
entitled to injunctive and other equitable relief to enforce this Section 8.
9. End of Lease Options: So long as there is no Default, or event which
---------------------
with the giving of notice or passage of time or both, would constitute a
Default, occurring and continuing under this Lease or the Agreement, Lessee must
choose one of the following options with (90) days' prior written notice to
Lessor:
Purchase Option: Purchase all but not less than all of the Equipment
----------------
in Group A at the expiration of the Initial Term at a purchase price equal to
$29,790.00.
-----------
Renewal Options: Renew the Lease at the expiration of the Initial
---------------
Term for a period of twelve (12) months (the "Renewal Term") at a renewal rent
of $1,875.00. At the end of the Renewal Term, if no event of Default has
---------
occurred and is continuing, and if no Rent or outstanding amounts are due or
owing, Lessee shall have the right, within ninety (90) days' prior written
notice to Lessor to purchase all of the Equipment in Group A for a price of
$9,765.00.
Return Option: Return all, but not less than all of the Equipment in
-------------
Group A at the expiration of the Initial Term and pay a fee equal to $14,442.00.
----------
10. The Tax Benefits are depreciation and interest deductions. As its
depreciation method, Lessor shall use a 200% declining balance method, switching
to a straight-line method for the first taxable year for which the straight-line
method with respect to the adjusted basis as of the beginning of such year
yields a larger allowance, and assumes a recovery period of five years.
3
IN WITNESS WHEREOF, Lessor and Lessee have caused this Schedule to be
executed by their duly authorized representatives on the dates indicated below.
LESSEE: INTERPLAY LESSOR: GENERAL ELECTRIC
PRODUCTIONS, INC. CAPITAL COMPUTER
LEASING CORPORATION
By: /s/ Xxxxx Camps By: /s/ Xxxx XxXxxxxx
------------------------------- -------------------------------
Name: XXXXX CAMPS NAME: XXXX XXXXXXXX
----------------------------- -----------------------------
Title: CFO Title: Regional Operations Manager
---------------------------- ----------------------------
Date: 12-27-94 Date: 12/30/97
---------------------------- ------------------------------
4
ANNEX A
TO EQUIPMENT SCHEDULE 1
TO MASTER EQUIPMENT LEASE AGREEMENT
DATED AS OF DECEMBER 14, 1994
BETWEEN INTERPLAY PRODUCTIONS, INC., AS LESSEE AND
GENERAL ELECTRIC CAPITAL COMPUTER LEASING CORPORATION, AS
LESSOR
Table of Stipulated Loss Values
-------------------------------
The Rent payments numbered below commence with the Term Commencement Date and
coincide with the Rent payment dates through the end of the Initial Term. This
table extends beyond the Initial Term in a similar manner to provide for
renewals and extensions beyond the Initial Term. Stipulated Loss Values are
determined by multiplying the percentage stated opposite the Rent payment
corresponding to the Rent payment date next following a Casualty or other event
requiring payment of the Casualty Value by the Unit Cost as stated in the
applicable Schedule.
Rent Rent
Payment Percent Payment Percent
------- ------- ------- -------
1 112.05% 19 60.51%
2 109.19% 20 57.65%
3 106.32% 21 54.79%
4 103.46% 22 51.92%
5 100.60% 23 49.06%
6 97.73% 24 46.20%
7 94.87% 25 43.33%
8 92.01% 26 40.47%
9 89.14% 27 37.61%
10 86.28% 28 34.75%
11 83.42% 29 31.88%
12 80.56% 30 29.02%
13 77.69% 31 26.16%
14 74.83% 32 23.29%
15 71.97% 33 20.43%
16 69.10% 34 17.57%
17 66.24% 35 14.70%
18 63.38% 36 11.84%
5
EQUIPMENT SCHEDULE 2
GENERAL ELECTRIC CAPITAL COMPUTER LEASING CORPORATION ("lessor") and INTERPLAY
PRODUCTIONS, INC. ("Lessee") are parties to a Master Equipment Lease Agreement
dated as of December 14, 1994 (the "Agreement"). This Schedule and the Agreement
together comprise a separate Lease between the parties. The terms and conditions
of the Agreement are hereby incorporated by reference into this Schedule. All
initially-capitalized terms not defined in this Schedule shall have the meanings
ascribed to them in the Agreement.
EQUIPMENT
GROUP A: HARDWARE
-----------------
Serial Type/Model of
------ -------------
Manufacturer Number New Equipment Qty Unit Cost Extended Cost
------------ ------ ------------- --- --------- -------------
SGI TBD Indy Workstation 1 $ 13,243.00 $13,243.00
----------
Sub Total $13,243.00
GROUP B: SOFTWARE
-----------------
Manufacturer Type/Version of software Qty Unit Cost Extended
------------ ------------------------ --- --------- --------
Cost
----
Alias Power Animator Software 1 $ 15,000.00 $15,000.00
----------
Sub Total $15,000.00
GROUP C: SERVICES
-----------------
Manufacturer Type of Service Qty Unit Cost Extended
------------ --------------- --- --------- --------
Cost
----
Alias Full extended warranty 1 $1,490.00 $1,490.00
Alias CD-ROM Update Media Option 1 $240.00 $240.00
Alias Support price for software options for 1 $1,200.00 $1,200.00
systems with IDO. Full/Basic/IRIX
Alias Software Support 1 $1,600.00 $1,600.00
---------
Sub Total $4,530.00
----------
GRAND TOTAL $32,773.00
1
DOCUMENTS
Lessee shall provide the following prior to the Lease Commencement Date:
1. Executed Master Equipment Lease Agreement
2. Executed Equipment Schedule 2
3. Executed UCC-1 Financing Statement(s)
4. Insurance Documentation
WARRANTIES AND REPRESENTATIONS
Lessee hereby represents, warrants and covenants to Lessor that:
1. Lessee is a corporation validly existing and in good standing under
the laws of the state of its incorporation, with adequate power and capacity to
enter into this Lease, documents relative to the purchase of the Equipment and
any other documents required to be delivered in connection with this Lease (the
Lease, purchase documents and other documents collectively referred to as the
"Documents"), and is qualified to do business wherever necessary to carry on its
present business and operations, including the jurisdiction(s) where the
Equipment is to be located. Lessee is not a public utility holding company or a
not-for-profit corporation.
2. The Documents have been duly authorized, executed and delivered by
Lessee and constitute valid, legal, and binding agreements, enforceable in
accordance with their terms, except to the extent that the enforcement of
remedies may be limited under applicable bankruptcy and insolvency laws.
3. No approval, consent or withholding of objections is required from any
federal, state or local government authority or instrumentality with respect to
the entry into or performance by Lessee of the Documents.
4. The entry into and performance by Lessee of the Documents will not (a)
violate any judgment, order, law or regulation applicable to Lessee, or any
provision of Lessee's Certificate of Incorporation or Bylaws, or (b) result in
any breach of, constitute a default under, or result in the creation of, any
lien, charge, security interest in other encumbrance upon any Equipment.
5. There are no suits or proceedings pending or threatened in court or
before any regulatory commission, board or other administrative governmental
agency against or affecting Lessee which will have a material adverse effect on
the ability of Lessee to fulfill its obligations under this Lease.
6. The Financial Statements delivered to Lessor have been prepared in
accordance with generally accepted accounting principles consistently applied
and fairly present the financial position of Lessee on and as of the date
thereof and the results of its operations for the period or periods covered
thereby. Since the date of such Financial Statements there has been no material
adverse change that would affect the accuracy of such Financial Statements.
2
MISCELLANEOUS
The following terms are specifically applicable to this Schedule:
1. The Lease Commencement Date shall be May 1, 1995, therefore the
Cut-off Date shall not apply
2. The Initial Term is 36 months.
3. The Basic Rent is $945.00 per month, payable in advance.
4. Commencing on the Lease Commencement Date and on the same date of each
month thereafter during the Initial Term and any Renewal Term, Lessee shall pay
the Basic Rent in immediately-available U.S. funds.
5. The Equipment is to be located at 00000 Xxxxx Xxxxxx, Xxxxxx, XX.
00000.
6. The Lessee shall carry public liability insurance in the amount of
$2,000,000 total liability per occurrence and casualty and property damage
insurance in an amount equal to the greater of the Casualty Value or full
replacement cost of the Equipment.
7. The Stipulated Loss Values shall be as determined by the attached
Annex A.
8. Software and Services. In the Equipment description above, some items
---------------------
are software (the "Software"). Lessor makes no representation or warranty
--------
relating to the Software, including without limitation any warranty of title,
infringement, quiet enjoyment, description or fitness for use with respect
thereto, it being understood that Lessor does not lease or license the Software
to Lessee. On behalf of Lessee, Lessor shall pay Vendor $16,600.00 as the
license fee for the Software. Upon the occurrence of a Default, in addition to
the remedies specified in Article VI of the Agreement, Lessor shall be entitled
to direct Lessee to cease further use of the Software. Lessee hereby agrees to
immediately cease use of the Software upon receipt of such a direction from
Lessor. Lessee further agrees that the detriment which Lessor will suffer as a
result of a breach by Lessee of the obligation contained in the foregoing
sentence cannot be adequately compensated by monetary damages, and therefore
Lessor shall be entitled to injunctive and other equitable relief to enforce
this provision. Additionally, in the Equipment description above, some items are
consulting, installation, training and/or custom programming services("Services
--------
") which Vendor will perform for the benefit of Lessee. Lessor shall
pay Vendor $2,930.00 for the performance of such Services. Lessee's obligation
under Section 7.2 of the Agreement to pay Rent shall not be affected by any
inadequacy of the Software or the Services, by the bankruptcy of the licensor of
the Software or Vendor, by the failure of licensor of the Software to support
the Software, or the like. In the event of a Casualty of the items of Equipment
which are hardware, in addition to the payment from Lessee to Lessor of the
Stipulated Loss Value of such Equipment, at Lessor's option Lessee shall (a) pay
Lessor the present value of all Rent allocable to Software and Services, or (b)
continue the Lease and pay the Rent allocable to Software and Services on a
monthly basis until the end of the Initial Term
3
9. End of Lease Options: So long as there is no Default, or event which
--------------------
with the giving of notice or passage of time or both, would constitute a
Default, occurring and continuing this Lease or the Agreement, Lessee must
choose one of the following options with (90) days' prior written notice to
Lessor:
Purchase Option: Purchase all but not less than all of the Equipment
---------------
in Group A at the expiration of the Initial Term at a purchase price equal to
$7,800.00.
---------
Renewal Options: Renew all but not less than all of the Equipment in
---------------
Group A at the expiration of the Initial Term for a period of twelve (12) months
(the "Renewal Term") at a renewal rent of $478.00. At the end of the Renewal
-------
Term, Lessee must purchase all of the Equipment in Group A for a price of
$3,100.00.
Return Option: Return all, but not less than all of the Equipment
-------------
in Group A at the expiration of the Initial Term and pay a fee equal to
$6,000.00.
---------
10. The Tax Benefits are depreciation and interest deductions. As its
depreciation method, Lessor shall use a 200% declining balance method, switching
to a straight-line method for the first taxable year for which the straight-line
method with respect to the adjusted basis as of the beginning of such year
yields a larger allowance, and assumes a recovery period of five years.
11. Lessee hereby assigns to Lessor all of its under any purchase order or
agreement (the "Purchase Document") issued or executed by Lessee with respect to
the Equipment in Group A. Lessor assumes the obligation to pay the purchase
price under such Purchase Document, provided Lessee accepts the Equipment for
all purposes under the Lease. Lessee retains all other obligations under the
Purchase Document.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Schedule to be
executed by their duly authorized representatives on the dates indicated below.
LESSEE: INTERPLAY LESSOR: GENERAL ELECTRIC CAPITAL
PRODUCTIONS, INC. COMPUTER LEASING CORPORATION
By: /s/ Xxxxx Camps By: /s/ Xxxx XxXxxxxx
--------------------------------- ------------------------------------
Name: XXXXX CAMPS Name: XXXX XXXXXXXX
------------------------------- ----------------------------------
Regional Operations Manager
Title: CFO ------------------------- Title ---------------------------------
Date: 5-15-95 Date: 6-30-95
------------------------------- ----------------------------------
4
ANNEX A
TO EQUIPMENT SCHEDULE 2
TO MASTER EQUIPMENT LEASE AGREEMENT
DATED AS OF DECEMBER 14, 1994
BETWEEN INTERPLAY PRODUCTIONS, INC., AS LESSEE AND
GENERAL ELECTRIC CAPITAL COMPUTER LEASING CORPORATION, AS
LESSOR
Table of Stipulated Loss Values
-------------------------------
The Rent payments numbered below commence with the Term Commencement Date and
coincide with the Rent payment dates through the end of the Initial Term. This
table extends beyond the Initial Term in a similar manner to provide for
renewals and extensions beyond the Initial Term. Stipulated Loss Values are
determined by multiplying the percentage stated opposite the Rent payment
corresponding to the Rent payment date next following a Casualty or other event
requiring payment of the Casualty Value by the Unit Cost as stated in the
applicable Schedule.
Rent Rent
Payment Percent Payment percent
------- ------- ------- -------
1 112.00% 19 64.69%
2 109.37% 20 62.06%
3 106.74% 21 59.43%
4 104.11% 22 56.80%
5 101.49% 23 54.17%
6 98.86% 24 51.54%
7 96.23% 25 48.91%
8 93.60% 26 46.29%
9 90.97% 27 43.66%
10 88.34% 28 41.03%
11 85.71% 29 38.40%
12 83.09% 30 35.77%
13 80.46% 31 33.14%
14 77.83% 32 30.51%
15 75.20% 33 27.89%
16 72.57% 34 25.26%
17 69.94% 35 22.63%
18 67.31% 36 20.00%
5
EQUIPMENT SCHEDULE 3
GENERAL ELECTRIC CAPITAL COMPUTER LEASING CORPORATION ("Lessor") and INTERPLAY
PRODUCTIONS, INC. ("Lessee") are parties to a Master Equipment Lease Agreement
dated as of December 14, 1994 (the "Agreement"). This Schedule and the Agreement
together comprise a separate Lease between the parties. The terms and conditions
of the Agreement are hereby incorporated by reference into this Schedule. All
initially-capitalized terms not defined in this Schedule shall have the meanings
ascribed to them in the Agreement.
EQUIPMENT
Group A: Hardware
-----------------
Type/Model of
Manufacturer New Equipment Qty Unit Cost Extended Cost
------------ ------------- --- --------- -------------
SGI Challenge DM 1 $89,675.00 $89,675.00
SGI Indigo 2 Upgrades 4 $5,840.00 $23,360.00
Group B: Services
-----------------
Manufacturer Type/Version of Software Qty Unit Cost Extended Cost
------------ ------------------------ --- --------- -------------
SGI Power Animator Software 1 $5,980.00 $5,980.00
GRAND TOTAL ---------
$119,015.00
DOCUMENTS
Lessee shall provide the following prior to the Lease Commencement Date:
1. Executed Equipment Schedule 3
2. Executed UCC-I Financing Statement(s)
3. Insurance Documentation
4. Purchase Order Assignment & Consent
WARRANTIES AND REPRESENTATIONS
Lessee hereby represents, warrants and covenants to Lessor that:
1. Lessee is a corporation validly existing and in good standing under the
laws of the state of its incorporation, with adequate power and capacity to
enter into this Lease, documents relative to the purchase of the Equipment and
any other documents required to be delivered in connection with this Lease (the
Lease, purchase documents and other documents collectively referred to as the
"Documents"), and is qualified to do business wherever necessary to carry on
its present business and operations, including the jurisdiction(s) where the
Equipment is to be located. Lessee is not a public utility holding company or a
not-for-profit corporation.
1
2. The Documents have been duly authorized, executed and delivered by
Lessee and constitute valid, legal, and binding agreements, enforceable in
accordance with their terms, except to the extent that the enforcement of
remedies may be limited under applicable bankruptcy and insolvency laws.
3. No approval consent or withholding of objections is required from any
federal, state or local governmental authority or instrumentality with respect
to the entry into or performance by Lessee of the Documents.
4. The entry into and performance by Lessee of the Documents will not (a)
violate any judgment, order, law or regulation applicable to Lessee, or any
provision of Lessee's Certificate of Incorporation or Bylaws, or (b) result in
any breach of, constitute a default under, or result in the creation of, any
lien, charge, security interest or other encumbrance upon any Equipment.
5. There are no suits or proceedings pending or threatened in court or
before any regulatory commission, board or other administrative governmental
agency against or affecting Lessee which will have a material adverse effect on
the ability of Lessee to fulfill its obligations under this Lease.
6. The Financial Statements delivered to Lessor have been prepared in
accordance with generally accepted accounting principles consistently applied
and fairly present the financial position of Lessee on and as of the date
thereof and the results of its operations for the period or periods covered
thereby. Since the date of such Financial Statements there has been no material
adverse change that would affect the accuracy of such Financial Statements.
MISCELLANEOUS
The following terms are specifically applicable to this Schedule:
1. Notwithstanding anything to the contrary in the Agreement, the
Term Commencement Date shall be November 1, 1995.
2. The Initial Term is 36 months.
3. The Basic Rent is $3,450.00 per month, payable in advance.
4. Commencing on the Lease Commencement Date and on the same date of each
month thereafter during the Initial Term and any Renewal Term, Lessee shall pay
the Basic Rent in immediately-available U.S. funds. In addition, on the Term
Commencement Date, Lessee shall pay any accrued Interim Rent.
5. The Equipment is to be located at 00000 Xxxxx Xxxxxx, Xxxxxx,
XX.00000.
6. The Lessee shall carry public liability insurance in the amount of
$2,000,000 total liability per occurrence and casualty and property damage
insurance in an amount equal to the greater of the Casualty Value or full
replacement cost of the Equipment.
2
7. The Stipulated Loss Values shall be as determined by the attached
Annex A.
8. In the Equipment description above, some items are consulting,
installation, training and/or custom programming services or other services
("Services") which Vendor will perform for the benefit of Lessee. Lessor shall
--------
pay Vendor $5,980.00 for the performance of such Services. Lessor makes no
representation or warranty relating to the Services, including without
limitation any warranty of title, patent, infringement, quiet enjoyment,
description or fitness for use with respect thereto, it being understood that
Lessor does not perform the Services. Lessee's obligation under Section 7.2 of
the Agreement to pay Rent shall not be affected by any inadequacy of the
Services, by the bankruptcy of the Vendor, or the like. In the event of a
Casualty of the items of Equipment which are hardware, at Lessor's option Lessee
shall (a) pay Lessor the present value of all Rent allocable to Services, or (b)
continue the Lease any pay the Rent allocable to Services on a monthly basis
until the end of the Initial Term.
9. Lessee agrees to accept partial shipments of the Equipment unless
Lessor and Vendor have agreed otherwise in writing. Should Vendor install the
equipment, Lessee shall deliver a Certificate of Acceptance, a copy of which is
attached hereto as Exhibit A and made a part hereof, within five (5) days from
the date of installation. Should Lessee install the Equipment, Lessee shall
deliver a Certificate of Acceptance to Lessor within ten (10) days from the date
of delivery of the Equipment or partial delivery of the Equipment or within five
(5) days from the date Vendor installed the Equipment. Should Lessee fail to
deliver the Certificate of Acceptance as required above or should Lessee fail to
notify Vendor of any problems with the Equipment, the Equipment shall be deemed
accepted. If Lessor does not receive a Certificate of Acceptance on or before
the date set forth herein Lessor may, at Lessor's sole discretion, assign its
obligations under the Purchase Order Agreement to Lessee and Lessee shall assume
such obligation.
10. End of Lease Options: So long as there is no Default, or event which
--------------------
with the giving of notice or passage of time or both, would constitute a
Default, occurring and continuing under this Lease or the Agreement, Lessee must
choose one of the following options with (90)days' prior written notice to
lessor:
Purchase Option: Purchase all but not less than all of the Equipment
---------------
in Group A at the expiration of the Initial Term at a purchase price equal to
$28,325.00.
----------
Renewal Options: Renew the Lease at the expiration of the Initial Term
---------------
for a period of twelve (12) months (the "Renewal Term") at a renewal rent of
$1,740,00. At the end of the Renewal Term, if no event of Default has occurred
---------
and is continuing, and if no Rent or outstanding amounts are due or owing,
Lessee shall have the right, within ninety (90) days' prior written notice to
Lessor to purchase all of the Equipment in Group A for a price of $11,260.00.
3
Return Option: Return all, but not less than all of the Equipment in
-------------
Group A at the expiration of the Initial Term in accordance with the terms of
the Agreement and pay a fee equal to $21,800.00.
----------
11. Lessor has or will enter into a purchase agreement with Vendor (the
"Purchase Agreement") a copy of which is attached hereto as Exhibit B and made a
part hereof, to purchase the Equipment for lease to Lessee. Lessee represents
that the terms and conditions of the Purchase Agreement are acceptable to
Lessee, and Lessee understands that certain terms and conditions (e.g., warranty
and patent infringement) may effect Lessee's use of the Equipment. In addition,
Lessee acknowledges by entering into this Lease that Lessor is hereby authorized
to purchase the Equipment on Lessee's behalf under the terms and conditions of
the Purchase Agreement. Lessee agrees that it shall be obligated to pay the ten
percent (10%) restocking fee set forth in Paragraph 1 under the Terms Section of
the Purchase Agreement. Lessee further acknowledges that Lessee shall have no
greater rights against Vendor than what exists under the terms and conditions of
the Purchase Agreement.
Lessee agrees to pay for the transportation costs of the Equipment and
authorizes Lessor to instruct Vendor in its Purchase Agreement to invoice Lessee
for the cost of such transportation. Lessee agrees to assume the risk of loss,
damage or destruction of the Equipment at the time the Equipment is delivered to
the freight carrier at Vendor's facility. If the Equipment is lost, stolen,
damaged or destroyed in-transit to Lessee's site, Lessee shall assume Lessor's
obligation to pay Vendor the purchase price. Lessee shall pay for installation
and extended maintenance services by separate agreement with Vendor.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Schedule to be
executed by their duly authorized representatives on the dates indicated below.
LESSEE: INTERPLAY LESSOR: GENERAL ELECTRIC CAPITAL
PRODUCTIONS, INC. COMPUTER LEASING CORPORATION
By: /s/ Xxxxx Camps By: /s/ Xxxx XxXxxxxx
----------------------------- --------------------------------
Name: XXXXX CAMPS Name: XXXX XxXXXXXX
--------------------------- ------------------------------
Title: CFO Title: Regional Operations Manager
-------------------------- -----------------------------
Date: 10-8-95 Date: 10/13/95
--------------------------- ------------------------------
4
ANNEX A
TO EQUIPMENT SCHEDULE 3
TO MASTER EQUIPMENT LEASE AGREEMENT
DATED AS OF DECEMBER 14,1994
BETWEEN INTERPLAY PRODUCTIONS, INC., AS LESSEE AND
GENERAL ELECTRIC CAPITAL COMPUTER LEASING CORPORATION, AS
LESSOR
Table of Stipulated Loss Values
-------- ----------------------
The Rent payments numbered below commence with the Term Commencement Date and
coincide with the Rent payment dates through the end of the Initial Term. This
table extends beyond the Initial Term in a similar manner to provide for
renewals and extensions beyond the Initial Term. Stipulated Loss Values are
determined by multiplying the percentage stated opposite the Rent payment
corresponding to the Rent payment date next following a Casualty or other event
requiring payment of the Casualty Value by the Unit Cost as stated in
the applicable Schedule.
Rent Rent
Payment Percent Payment Percent
------- ------- ------- -------
1 112.00% 19 69.83%
2 109.66% 20 67.49%
3 107.31% 21 65.14%
4 104.97% 22 62.80%
5 102.63% 23 60.46%
6 100.29% 24 58.11%
7 97.94% 25 55.77%
8 95.60% 26 53.43%
9 93.26% 27 51.09%
10 90.91% 28 48.74%
11 88.57% 29 46.40%
12 86.23% 30 44.06%
13 83.89% 31 41.71%
14 81.54% 32 39.37%
15 79.20% 33 37.03%
16 76.86% 34 34.69%
17 74.51% 35 32.34%
18 72.17% 36 30.00%
5
EQUIPMENT SCHEDULE 4
GENERAL ELECTRIC CAPITAL COMPUTER LEASING CORPORATION ("Lessor") AND
INTERPLAY PRODUCTIONS, INC. ("Lessee") are parties to a Master Equipment Lease
Agreement dated as of December 14, 1994 (the "Agreement"). This Schedule and the
Agreement together comprise a separate Lease between the parties. The terms and
conditions of the Agreement are hereby incorporated by reference into this
Schedule (the "Lease"). All initially-capitalized terms not defined in this
Schedule shall have the meanings ascribed to them in the Agreement.
EQUIPMENT
---------
GROUP A: HARDWARE
Type/Model of Unit Extended
----
Manufacturer New Equipment Qty Cost Cost
------------ ------------- --- ---- ---------
SGI INDIGO2 Solid IMPACT graphics. 4 $20,250.00 $81,000.00
250MHz/MB cache. 64MB Memory. 2GB
System Disk. 20in. monitor
SGI 64MB Memory upgrade for Indigo2. POWER 4 $ 2,650.00 $10,600.00
Indigo 2. and SGI Ram
SGI DAT Drives 4 $ 2,000.00 $ 8,000.00
SGI CD ROM 4x 4 $ 749.00 $ 2,996.00
SGI 20 Gig Raid Systems raid 5 1 $15,995.00 $15,995.00
SGI Trancivers 4 $ 79.00 $ 316.00
GROUP B: SOFTWARE AND SERVICES
Type/Model of Unit Extended
----
Manufacturer New Equipment Qty Cost Cost
------------ ------------- --- ---- ------------
SGI Basic Extended Warranty - Support for HW, 4 $ 1,540.00 $ 6,160.00
O/S, NFS
SGI Alias Power Animator 4 $ 7,496.25 $ 29,985.00
SGI Alias Power Modeler 4 $ 7,496.25 $ 29,985.00
SGI Power & Tracer Caster 1 $11,250.00 $ 11,250.00
SGI Wavefront Video Computer 2 $ 4,500.00 $ 9,000.00
SGI NFS Licenses 4 $ 495.00 $ 1,980.00
----------
GRAND TOTAL $207,267.00
DOCUMENTS
---------
Lessee shall provide the following documents prior to the Lease
Commencement Date:
1. Executed Equipment Schedule 4
2. Executed UCC-I Financing Statement(s)
3. Insurance Documentation
4. Executed Purchase order Assignment and Consent
-1-
WARRANTIES AND REPRESENTATIONS
------------------------------
Lessee hereby represents, warrants and covenants to Lessor that:
1. Lessee is a corporation validly existing and in good standing under
the laws of the state of its incorporation, with adequate power and capacity to
enter into this Lease, documents relative to the purchase of the Equipment and
any other documents required to be delivered in connection with this Lease (the
Lease purchase documents and other documents collectively referred to as the
"Documents") and is qualified to do business wherever necessary to carry on its
present business and operations including the jurisdiction(s) where the
Equipment is to be located. Lessee is not a public utility holding company or a
tax exempt corporation.
2. The Documents have been duly authorized, executed and delivered by
Lessee and constitute valid, legal, and binding agreements, enforceable in
accordance with their terms, except to the extent that the enforcement of
remedies may be limited under applicable bankruptcy and insolvency laws.
3. No approval, consent or withholding of objections is required from any
federal state or local governmental authority or instrumentality with respect to
the entry into or performance by Lessee of the Documents.
4. The entry into and performance by Lessee of the Documents will not (a)
violate any judgment, order, law or regulation applicable to Lessee, or any
provision of Lessee's Certificate of Incorporation or Bylaws, or (b) result in
any breach or, constitute a default under any agreement to which Lessee is a
party, or result in the creation of, any lien, charge, security interest or
other encumbrance upon any Equipment.
5. There are no suits or proceedings pending or threatened in court or
before any regulatory commission, board or other administrative governmental
agency against or affecting Lessee which will have a material adverse effect on
the ability of Lessee to fulfill its obligations under this Lease.
6. The Financial Statements delivered to Lessor have been prepared in
accordance with generally accepted accounting principles consistently applied
and fairly present the financial position of Lessee on and as of the date
thereof and the results of its operations for the period or periods covered
thereby. Since the date of such Financial Statements there has been no material
adverse change that would affect the accuracy of such Financial Statements.
MISCELLANEOUS
-------------
The following terms are specifically applicable to this Schedule:
1. Notwithstanding anything to the contrary in the Agreement, the Term
Commencement Date shall be May 1, 1996.
2. The Initial Term is 36 months.
3. The Basic Rent is $5,999.00 per month payable in advance.
4. Commencing on the Term Commencement Date and on the same of each month
thereafter during the Initial Term and any Renewal Term. lessee shall pay the
Basic Rent in immediately available U.S. funds. In addition, on the Term
Commencement Date, lessee shall pay and accrued Interim Rent.
5. The Equipment is to be located at Hartland Enterprises. 00X Xxxxx Xxxx
Xxxx, Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxx HG1-5TG.
6. Lessee shall file and pay directly all foreign taxes however
designated (each such fee, assessment or tax an" Foreign Imposition") now or
hereafter imposed or assessed by any foreign government upon the ownership,
delivery, installation, leasing, renting, use or sale of the Equipment, or the
Basic Rent or other charges payable hereunder whether assessed on Lessor or
Lessee. Lessee agrees to indemnify, defend and hold harmless Lessor, its agents
and assignees, from and against any and all claims, actions, suits, proceedings,
costs expenses (including court costs and attorney's fees), damages, obligations
penalties, arising out of Foreign Imposition. As additional rent, Lessee shall
reimburse Lessor for all Foreign Impositions, together with any penalties or
interest in connection therewith attributable to Lessee's acts of failure to
act.
7. Lessee shall carry public liability insurance in the amount of
$2,000.000 total liability per occurrence and casualty and property damage
insurance in an amount equal to the greater of the Casualty Value or full
replacement cost of the Equipment.
8. The Stipulated Loss Values shall be as determined by the attached
Annex A.
9. Software and Services. In the Equipment description above, some items
---------------------
are software (the "Software"). Lessor makes no representation or warranty
--------
relating to the Software, including without limitation any warranty of title,
patent, infringement, quiet enjoyment, description or fitness for use with
respect thereto, it being understood that Lessor does not lease or license the
Software to Lessee. On behalf of Lessee, Lessor shall pay Vendor $82,200.00 as
the license fee for the Software. Upon the occurrence of a Default, in addition
to the remedies specified in Article VI of the Agreement, Lessor shall be
entitled to direct Lessee to cease further use of the Software. Lessee hereby
agrees to immediately cease use of the Software upon receipt of such a direction
from Lessor. Lessee further agrees that the detriment which Lessor will suffer
as a result of a breach by Lessee of the obligation contained in the foregoing
sentence cannot by adequately compensated by monetary damages, and therefore
Lessor shall be entitled to injunctive and other equitable relief to enforce
this provision. Additionally, in the Equipment description above, some items are
consulting, installation, training and/or custom programming services or other
services ("Services") which Vendor will perform for the benefit of Lessee.
----------
Lessor shall pay Vendor will perform for the benefit of Lessee. Lessor shall pay
Vendor $6,160.00 for the performance of such Services. Lessee's obligation under
Section 7.2 of the Agreement to pay Rent shall not be affected by any inadequacy
of the Software or the Services, by the bankruptcy of the licensor of the
Software or Vendor, by the failure of licensor of the Software to support the
Software, or the like. In the event of a Casualty of the items of Equipment
which are hardware, in addition to the payment from Lessee to Lessor of the
Stipulated Loss Value of such Equipment, at Lessor's option Lessee shall (a) pay
Lessor the present value of all Rent allocable to Software and Services, or (b)
continue the Lease and pay the Rent allocable to Software and Services on a
monthly basis until the end of the Initial Term.
-3-
10. End of Lease Options: So long as there is no Default or event which
--------------------
with the giving of notice or passage of time or both, would constitute a
Default, occurring and continuing under this Lease or the Agreement. Lessee must
choose one of the following two options with (90) days prior written notice to
Lessor:
Purchase Option: Purchase all but not less than all of the Equipment
---------------
in Group A at the expiration of the Initial Term at a purchase price equal to
$31,090.00: or
Renewal Option: At the expiration of the Initial Term, renew the Lease
--------------
for a period of twelve (12) months (the "Renewal Term") at a renewal monthly
rent of $2,995.00.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Schedule to be
executed by their duly authorized representatives on the dates indicated below.
LESSEE: LESSOR:
INTERPLAY PRODUCTIONS, INC. GENERAL ELECTRIC CAPITAL COMPUTER
LEASING CORPORATION
By: /s/ Xxxxx Camps By: /s/ Xxxx XxXxxxxx
-------------------------------- ------------------------------
Name: XXXXX CAMPS Name: XXXX XxXXXXXX
------------------------------ -----------------------------
Title: CFO Title: Regional Operations Manager
------------------------------ ----------------------------
Date: 4-4-91 Date: 5/14/96
------------------------------ -----------------------------
-1-
ANNEX A
to
EQUIPMENT SCHEDULE 4
Table of Stipulated Loss Values
-------------------------------
The Rent payments numbered below commence with the Term Commencement Date
and coincide with the Rent payment dates through the end of the Initial Term.
This table extends beyond the Initial Term in a similar manner to provide for
renewals and extensions beyond the Initial Term. Stipulated Loss Values are
determined by multiplying the percentage stated opposite the Rent payment
corresponding to the Rent payment date next following a Casualty or other event
requiring payment of the Casualty Value by the Unit Cost as stated in the
applicable Schedule.
Rent Rent
Payment Percent Payment Percent
------- ------- ------- -------
1 112.00% 19 74.97%
2 109.94% 20 72.91%
3 107.89% 21 70.86%
4 105.83% 22 68.80%
5 103.77% 23 66.74%
6 101.71% 24 64.69%
7 99.66% 25 62.63%
8 97.60% 26 60.57%
9 95.54% 27 58.51%
10 93.49% 28 56.46%
11 91.43% 29 54.40%
12 89.37% 30 52.34%
13 87.31% 31 50.29%
14 85.26% 32 48.23%
15 83.20% 33 46.17%
16 81.14% 34 44.11%
17 79.09% 35 42.06%
18 77.03% 36 40.00%
-5-
AMENDMENT NO. 2
TO EQUIPMENT SCHEDULE 4
This Amendment No. 2 is made as of May 21, 1996, by and between GENERAL
ELECTRIC CAPITAL COMPUTER LEASING CORPORATION ("Lessor") and INTERPLAY
------
PRODUCTIONS ("Lessee"). Lessor and Lessee are parties to Equipment Schedule 4,
------
as amended, to Master Equipment Lease Agreement dated December 14, 1994, as
amended (collectively, the "Lease"). The parties hereby amend the Lease as set
-----
forth herein.
1. Equipment Section on Equipment Schedule 1 and on the Certificate of
Acceptance to Equipment Schedule 1 is hereby deleted and replaced with the
following.
GROUP A: HARDWARE
Type/Model of Unit Extended
----
Manufacturer New Equipment Qty Cost Cost
------------ ------------- --- ---- -----------
SGI INDIGO2 Solid IMPACT graphics, 4 $20,250.00 $81,000.00
250MHz/MB cache, 64MB Memory, 2GB
System Disk, 20in. monitor
SGI 64MB Memory upgrade for Indigo2, POWER 4 $2,650.00 $10,600.00
Indigo2, and SGI Ram
SGI DAT Drives 4 $2,000.00 $8,000.00
SGI CD ROM 4x 4 $749.00 $2,996.00
SGI 20 Gig Raid Systems raid 5 1 $15,995.00 $15,995.00
SGI Transceivers 4 $79.00 $316.00
GROUP B: SOFTCOSTS
Type/Model of Unit Extended
----
Manufacturer New Equipment Qty Cost Cost
------------ ------------- --- ---- -----------
SGI Basic Extended Warranty - Support for HW, 4 $1,540.00 $6,160.00
O/S, NFS
SGI Alias Power Animator 4 $7,496.25 $29,985.00
SGI Alias Power Modeler 4 $7,496.25 $29,985.00
SGI Power & Tracer Caster 1 $11,250.00 $11,250.00
SGI Wavefront Video Computer 2 $4,500.00 $9,000.00
SGI NFS Licenses 4 $495.00 $1,980.00
SGI Advanced Animation 2 $7,500.00 $15,000.00
GRAND TOTAL $222,267.00
2. Miscellaneous Section 1 is hereby deleted and replaced with the
following:
"Notwithstanding anything to the contrary in the Agreement, the Term
Commencement Date shall be June 1, 1996."
3. Miscellaneous Section 3 is hereby deleted and replaced with the
following:
PAGE>
"3. The Basic Rent is $6,497.00 per month, payable in advance."
4. Miscellaneous Section 9 is hereby deleted and replaced with the
following:
In the Equipment description above, some items are software (the "Software").
--------
Lessor makes no representation or warranty relating to the Software, including
without limitation any warranty of title, patent, infringement, quiet enjoyment,
description or fitness for use with respect thereto, it being understood that
Lessor does not lease or license the Software to Lessee. On behalf of Lessee,
Lessor shall pay Vendor $97,200.00 as the license fee for the Software. Upon the
occurrence of a Default, in addition to the remedies specified in Article VI (if
Rev. 10/89) (Section 15 if Rev. 10/95) of the Agreement, Lessor shall be
entitled to direct Lessee to cease further use of the Software. Lessee hereby
agrees to immediately cease use of the Software upon receipt of such a direction
from Lessor. Lessee further agrees that the detriment which Lessor will suffer
as a result of a breach by Lessee of the obligation contained in the foregoing
sentence cannot be adequately compensated by monetary damages, and therefore
Lessor shall be entitled to injunctive and other equitable relief to enforce
this provision. Lessee's obligation under Section 7.2 (if Rev. 10/89) (Section 4
if Rev. 10/95) of the Agreement to pay Rent shall not be affected by any
inadequacy of the Software, by the bankruptcy of the licensor of the Software or
Vendor, by the failure of the licensor of the Software to support the Software,
or the like. In the event of a Casualty of the items of Equipment which are
hardware, at Lessor's option Lessee shall (a) pay Lessor the present value of
all Rent allocable to Software and Services, or (b) continue the Lease and pay
the Rent allocable to Software and Services on a monthly basis until the end of
the Initial Term.
Except as specifically modified herein, all other terms and conditions of
the Lease shall remain unchanged.
IN WITNESS WHEREOF, the undersigned have executed this Amendment effective
as of the date last written above.
LESSEE: LESSOR:
INTERPLAY PRODUCTIONS GENERAL ELECTRIC CAPITAL COMPUTER
LEASING CORPORATION
By: [SIGNATURE ILLEGIBLE] By: /s/ XXXX XXXXXXXX
------------------------- ----------------------------
Name: [SIGNATURE ILLEGIBLE] Name: XXXX XXXXXXXX
Title: CFO Title: REGIONAL OPERATIONS
MANAGER
EQUIPMENT SCHEDULE 5
GENERAL ELECTRIC CAPITAL COMPUTER LEASING CORPORATION ("Lessor") and
Interplay Productions, Inc. ("Interplay") are parties to a Master Equipment
Lease Agreement dated as of December 14, 1994 (the "Agreement"). This Schedule
is a lease between Lessor and INTERPLAY PRODUCTIONS, INC. AND ENGAGE GAMES
ONLINE, jointly and severally liable as Co-Lessees (collectively and
individually as "Lessee") ("I and E"), with I and E substituted for Interplay as
Lessee in the Agreement. This Schedule and the Agreement together comprise a
separate Lease between the parties. The terms and conditions of the Agreement
are hereby incorporated by reference into this Schedule (the "Lease"). All
initially-capitalized terms not defined in this Schedule shall have the meanings
ascribed to them in the Agreement.
EQUIPMENT
---------
Equipment as more fully described on Exhibit A attached hereto and made a part
hereof. The Equipment costs shall have an aggregate price not to exceed
$651,650.00.
DOCUMENTS
---------
Lessee shall provide the following documents prior to the Lease
Commencement Date:
1. Executed Equipment Schedule 5
2. Executed UCC-1 Financing Statement(s)
3. Insurance Documentation
4. Executed Purchase Order Assignment and Consent
5. Certificate of Incumbency for Engage Games OnLine
WARRANTIES AND REPRESENTATIONS
------------------------------
Lessee hereby represents, warrants and covenants to Lessor that:
1. Lessee is a corporation validly existing and in good standing under
the laws of the state of its incorporation, with adequate power and capacity to
enter into this Lease, documents relative to the purchase of the Equipment and
any other documents required to be delivered in connection with this Lease (the
Lease, purchase documents and other documents collectively referred to as the
"Documents"), and is qualified to do business wherever necessary to carry on
its present business and operations, including the jurisdiction(s) where the
Equipment is to be located. Lessee is not a public utility holding company or a
tax exempt corporation.
2. The Documents have been duly authorized, executed and delivered by
Lessee and constitute valid, legal and binding agreements, enforceable in
accordance with their terms, except to the extent that the enforcement of
remedies may be limited under applicable bankruptcy and insolvency laws.
3. No approval, consent or withholding of objections is required from any
federal, state or local governmental authority or instrumentality with respect
to the entry into or performance by Lessee of the Documents.
4. The entry into and performance by Lessee of the Documents will not (a)
violate any judgment order, law or regulation applicable to Lessee, or any
provision of Lessee's Certificate of Incorporation or Bylaws, or (b) result in
any breach or constitute a default under any agreement to which Lessee is a
party, or result in the creation of any lien, charge, security interest or other
encumbrance upon any Equipment.
-1-
5. There are no suits or proceedings pending or threatened in court or
before any regulatory commission, board or other administrative governmental
agency against or affecting Lessee which will have a material adverse effect on
the ability of Lessee to fulfill its obligations under this Lease.
6. The Financial Statements delivered to Lessor have been prepared in
accordance with generally accepted accounting principles consistently applied
and fairly present the financial position of Lessee on and as of the date
thereof and the results of its operations for the period or periods covered
thereby. Since the date of such Financial Statements there has been no material
adverse change that would affect the accuracy of such Financial Statements.
MISCELLANEOUS
-------------
The following terms are specifically applicable to this Schedule:
1. The Cut-Off Date shall be May 1, 1996.
2. The Initial Term is 24 months.
3. The Basic Rent is $25,347.00 per month, payable in advance.
4. Commencing on the Term Commencement Date and on the same date of each
month thereafter during the Initial Term and any Renewal Term, Lessee shall pay
the Basic Rent in immediately-available U.S. funds. In addition, on the Term
Commencement Date, Lessee shall pay any accrued Interim Rent. For the purpose of
this Schedule, the Interim Period shall be the period from each Progress Payment
Date (as defined in Section 9) to the day prior to the Term Commencement Date.
5. The Equipment is to be located at 00000 Xxxxx Xxxxxx, Xxxxxx, XX.
6. Lessee shall carry public liability insurance in the amount of
$2,000,000 total liability per occurrence and casualty and property damage
insurance in an amount equal to the greater of the Casualty Value or full
replacement cost of the Equipment.
7. The Stipulated Loss Values shall be as determined by the attached
Annex A.
8. The Tax Benefits are depreciation and interest deductions. As its
depreciation method, Lessor shall use a 200% declining balance method, switching
to a straight-line method for the first taxable year for which the straight-line
method with respect to the adjusted basis as of the beginning of such year
yields a larger allowance, and assumes a recovery period of five years.
9. Lessor may make payments ("Progress Payments") to Vendor provided (a)
no Default, or an event with which the giving of notice, passage of time, or
both, would constitute a Default, has occurred and is continuing, (b) Lessee
delivers to Lessor five (5) business days prior to the date the Progress Payment
is funded to Vendor ("Progress Payment Date") a written instruction to pay
Vendor in the form of Exhibit B ("Vendor Payment Notice"), (c) Lessee delivers
to Lessor all executed documents described in the Documents section of this
Schedule, and (d) on or before April 30, 1996, Lessee delivers to Lessor a
Certificate of Acceptance for all Equipment under the Lease. Such Equipment
shall be deemed fully and finally accepted for all purposes under the Lease and
the Lease shall commence for such Equipment. If Lessee has not delivered the
Certificate of Acceptance on or before April 30, 1996, then Lessor shall be
entitled to (w) terminate this Lease, (x) re-assign to Lessee without recourse
or warranty all of Lessor's rights and obligations with respect to the Equipment
and any equipment purchase agreement between Lessee and Vendor, (y) immediately
collect from Lessee the sum of the Deposit plus interest on the Deposit from the
date the Deposit was paid at the rate of one and a half percent (1.5%) per
month, and (z) collect from Lessee any reasonable out-of-pocket expenses
incurred in connection with the Equipment or purchase thereof.
-2-
IN WITNESS WHEREOF, Lessor and Lessee have caused this Schedule to be
executed by their duly authorized representatives on the dates indicated below.
CO-LESSEE: LESSOR:
INTERPLAY PRODUCTIONS,INC., JOINTLY GENERAL ELECTRIC CAPITAL COMPUTER
AND SEVERALLY LIABLE AS CO-LESSEE LEASING CORPORATION
By: /s/ Xxxxx Camps By: /s/ Xxxxx Xxxxxxx
-------------------------------------- ------------------------------
Name: XXXXX CAMPS Name: XXXXX XXXXXXX
------------------------------------ ----------------------------
Title: CFO Title: Regional Operations Manager
----------------------------------- ---------------------------
Date: 4-4-91 Date: 7/31/96
------------------------------------ ----------------------------
CO-LESSEE:
ENGAGE GAMES ONLINE, JOINTLY AND
SEVERALLY LIABLE AS CO-LESSEE
By: /s/ Grey XxXxxxxx
--------------------------------------
Name: GREY XXXXXXXX
------------------------------------
Title: CFO
-----------------------------------
Date: 4/30/96
------------------------------------
-3-
ANNEX A
to
EQUIPMENT SCHEDULE 5
Table of Stipulated Loss Values
-------------------------------
The Rent payments numbered below commence with the Term Commencement Date
and coincide with the Rent payment dates through the end of the Initial Term.
This table extends beyond the Initial Term in a similar manner to provide for
renewals and extensions beyond the Initial Term. Stipulated Loss Values are
determined by multiplying the percentage stated opposite the Rent payment
corresponding to the Rent payment date next following a Casualty or other event
requiring payment of the Casualty Value by the Unit Cost as stated in the
applicable Schedule.
Rent Rent
Payment Percent Payment Percent
------- ------- ------- -------
1 112.00% 19 69.83%
2 109.66% 20 67.49%
3 107.31% 21 65.14%
4 104.97% 22 62.80%
5 102.63% 23 60.46%
6 100.29% 24 58.11%
7 97.94% 25 55.77%
8 95.60% 26 53.43%
9 93.26% 27 51.09%
10 90.91% 28 48.74%
11 88.57% 29 46.40%
12 86.23% 30 44.06%
13 83.89% 31 41.71%
14 81.54% 32 39.37%
15 79.20% 33 37.03%
16 76.86% 34 34.69%
17 74.51% 35 32.34%
18 72.17% 36 30.00%
-1-
UPGRADE 1
TO
EQUIPMENT SCHEDULE 5
GENERAL ELECTRIC CAPITAL COMPUTER LEASING CORPORATION ("Lessor") and
INTERPLAY PRODUCTIONS ("INTERPLAY") are parties to a Master Equipment Lease
Agreement dated as of December 14, 1994, as amended (collectively, the "Lease").
This Schedule is a lease between Lessor and INTERPLAY PRODUCTIONS AND ENGAGE
GAMES ONLINE, jointly and severally liable as Co-Lessees (collectively and
individually as "Lessee") ("I and E"), with I and E substituted for Interplay as
Lessee in the Agreement. This Schedule and the Agreement together comprise a
separate Lease between the parties. The terms and conditions of the Agreement
are hereby incorporated by reference into this Schedule (the "Lease"). All
initially-capitalized terms not defined in this Schedule shall have the meanings
ascribed to them in the Agreement.
EQUIPMENT
---------
GROUP A1: HARDWARE - NEW EQUIPMENT
Type/Model of Unit Extended
----
Manufacturer Serial No. New Equipment Qty Cost Cost
------------ ---------- ------------- --- ---- ----------
Sun TBD S5x1-110-32 2 $7,115.00 $14,230.00
SPARCSTATION 5
W/17" MONITOR & 2GB
HARD DRIVE
Sun X13M - 32MB MEMORY RAM 4 $600.00 $2,400.00
Xxx X0000X - 0" Xxxxxx Xxxxx 2 $108.00 $216.00
GROUP A1 SUB-TOTAL $16,846.00
GROUP A2: HARDWARE - USED EQUIPMENT
Type/Model of Unit Extended
----
Manufacturer Serial No. Used Equipment Qty Cost Cost
------------ ---------- ------------- --- ---- ----------
Sun TBD S5x1-110-32 1 $7,115.00 $7,115.00
SPARCSTATION 5
W/17" MONITOR & 2GB
HARD DRIVE
Sun X13M - 32MB MEMORY RAM 2 $600.00 $1,200.00
Xxx X0000X - 0" Xxxxxx Xxxxx 1 $108.00 $108.00
GROUP A2 SUB-TOTAL $8,423.00
GROUP B: SOFTWARE
Type/Model of Unit Extended
----
Manufacturer Serial No. Software Qty Cost Cost
------------ ---------- ------------- --- ---- ----------
Sun VWSCPL - 2.1-P 3 $2,800 $8,400.00
VISUAL C++ WORKSHOP
GROUP B SUB- TOTAL $8,400.00
GRAND TOTAL OF GROUP $33,669.00
A & GROUP B
-1-
AMENDMENT NO.2
TO EQUIPMENT SCHEDULE 5
This Amendment No. 2 is made as of June 3, 1996, by and between GENERAL
ELECTRIC CAPITAL COMPUTER LEASING CORPORATION ("Lessor") and INTERPLAY
------
PRODUCTIONS AND ENGAGE GAMES ONLINE, jointly and severally liable as Co-Lessees
(collectively and individually as "Lessee"). Lessor and Lessee are parties to
Equipment Schedule 5, as amended, to Master Equipment Lease Agreement dated
December 14, 1994, as amended (collectively, the "Lease"). The parties hereby
-----
amend the Lease as set forth herein.
1. Equipment Section is hereby deleted and replaced with the following:
"Equipment as more fully described on Exhibit A and Exhibit B attached hereto
and made a part hereof. The Equipment cost shall have an aggregate price not to
exceed $852,153.00."
2. Miscellaneous Section 1 is hereby deleted and replaced with the
following:
"1. The Cut-off Date shall be June 1, 1996."
3. Miscellaneous Section 3 is hereby deleted and replaced with the
following:
"3. The Basic Rent is $32,965.00 per month, payable in advance."
4. Lessee shall execute a Certificate of Acceptance for the Equipment
described on Exhibit B.
Except as specifically modified herein, all other terms and conditions of
the Lease shall remain unchanged.
IN WITNESS WHEREOF, the undersigned have executed this Amendment effective
as of the date last written above.
CO-LESSEE: LESSOR:
INTERPLAY PRODUCTIONS, JOINTLY AND GENERAL ELECTRIC CAPITAL COMPUTER
SEVERALLY LIABLE AS CO-LESSEE LEASING CORPORATION
By: /s/ Xxxxx Camps By: /s/ Xxxxx Xxxxxxx
-------------------------------- ----------------------------------
Name: XXXXX CAMPS Name: XXXXX XXXXXXX
Title: CFO Title: REGIONAL OPERATIONS MANAGER
CO-LESSEE:
ENGAGE GAMES ONLINE JOINTLY AND SEVERALLY
LIABLE AS CO-LESSEE
By: /s/ Xxxx XxXxxxxx
--------------------------------
Name: XXXX XXXXXXXX
Title: EVP, CFO
EQUIPMENT SCHEDULE 6
GENERAL ELECTRIC CAPITAL COMPUTER LEASING CORPORATION ("Lessor") and
Interplay Productions, Inc. ("Interplay") are parties to a Master Equipment
Lease Agreement dated as of December 14, 1994 (the "Agreement"). This
Schedule is a lease between Lessor and INTERPLAY PRODUCTIONS, INC. AND
ENGAGE GAMES ONLINE, jointly and severally liable as Co-Lessees
(collectively and individually as "Lessee") ("I and E"), with I and E
substituted for Interplay as Lessee in the Agreement. This Schedule and the
Agreement together comprise a separate Lease between the parties. The terms
and conditions of the Agreement are hereby incorporated by reference into
this Schedule (the "Lease"). All initially-capitalized terms not defined in
this Schedule shall have the meanings ascribed to them in the Agreement.
EQUIPMENT
---------
GROUP A: HARDWARE
Type/Model of Unit Extended
Manufacturer New Equipment Qty Cost Cost
----------- ------------- --- ---- --------
Cisco Cisco 7513 13 Slot, 2 CyBus, 1 RSP2, 1A 1 $21,675.00 $21,675.00
Cisco Cisco 7513 Power Supply Spare, AC, US 1 $6,000.00 $6,000.00
Cisco Cisco 7507/7513 Route Switch Processor S 1 $11,250.00 $11,250.00
Cisco Cisco 7507 7-Slot, 2CyBus, 1 RSP2, 1 AC 2 $14,925.00 $29,850.00
Cisco RSP Flash Credit Card: 16MB Option 2 $900.00 $1,800.00
Cisco Ciso 7507 Dual AC power Supply Option 2 $6,000.00 $12,000.00
Cisco 8 Port Serial Interface Processor 3 $12,000.00 $36,000.00
Cisco Catalyst 5000 (Chassis, Supervisor Engin 3 $8,996.00 $26,988.00
Cisco Catalyst 5000 Redundant Power Supply 3 $1,496.00 $4,488.00
Cisco Catalyst 1700 25 port 10 BaseT, 2 100 Base 4 $2,996.00 $11,984.00
Cisco 2-Port Fast Ethernet Interface Processor 6 $10,500.00 $63,000.00
Cisco Catalyst 500 Fast Ethernet Switching Mo 6 $7,496.00 $44,976.00
GROUP B: SOFTWARE AND SERVICES
Type/Model of Unit Extended
Manufactuer New Equipment Qty Cost
----------- ------------- --- ---- --------
Cisco Cisco 7513 SMARTnet Maintenance 1 $5.900.00 $5,900.00
Cisco Cisco 7507 SMARTnet Maintenance 2 $5,300.00 $10,600.00
Cisco Cisco Catalyst 5001 SMARTnet Maintenance 3 $3,500.00 $10,500.00
Cisco Cisco Works Switched Internetwork, SunNet 1 $5,996.00 $5,996.00
Cisco Cisco 7500 Series IOS IP/IPX and IBM Base 1 $3,750.00 $3,750.00
cisco Cisco 7500 Series IOS IP Only Feature 2 $1,650.00 $3,300.00
-----------
GRAND TOTAL $310,057.00
DOCUMENTS
---------
Lessee shall provide the following documents prior to the Lease
Commencement Date:
1. Executed Equipment Schedule 6
2. Executed UCC - 1 Financing Statement(s)
-1-
3. Insurance Documentation
4. Executed Purchase Order Assignment and Consent
WARRANTIES AND REPRESENTATIONS
------------------------------
Lessee hereby represents, warrants and covenants to Lessor that:
1. Lessee is a corporation validly existing and in good standing under
the laws of the state of its incorporation, with adequate power and capacity to
enter into this Lease, documents relative to the purchase of the Equipment and
any other documents required to be delivered in connection with this Lease (the
Lease, purchased documents and other documents collectively referred to as the
"Documents"), and is qualified to do business wherever necessary to carry on its
present business and operations, including the jurisdiction(s) where the
Equipment is to be located. Lessee is not a public utility holding company or a
tax exempt corporation.
2. The Documents have been duly authorized, executed and delivered by
Lessee and constitute valid, legal, and binding agreements, enforceable in
accordance with their terms, except to the extent that the enforcement of
remedies may be limited under applicable bankruptcy and insolvency laws.
3. No approval, consent or withholding of objections is required from any
federal, state or local governmental authority or instrumentality with respect
to the entry into or performance by Lessee of the Documents.
4. The entry into and performance by Lessee of the Documents will not (a)
violate any judgment, order, law or regulation applicable to Lessee, or any
provision of Lessee's Certificate of Incorporation or Bylaws, or (b) result in
any breach or, constitute a default under any agreement to which Lessee is a
party, or result in the creation of, any lien, charge, security interest or
other encumbrance upon any Equipment.
5. There are no suits or proceedings pending or threatened in court or
before any regulatory commission, board or other administrative governmental
agency against or affecting Lessee which will have a material adverse effect on
the ability of Lessee to fulfill its obligations under this Lease.
6. The Financial Statements delivered to Lessor have been prepared in
accordance with generally accepted accounting principles consistently applied
and fairly present the financial position of Lessee on and as of the date
thereof and the results of its operations for the period or periods covered
thereby. Since the date of such Financial Statements there has been no material
adverse change that would affect the accuracy of such Financial Statements.
MISCELLANEOUS
-------------
The following terms are specifically applicable to this Schedule:
1. The Cut-off Date shall be May 1, 1996.
2. The Initial Term is 36 months.
-2-
3. The Basic Rent is $9,200.00 per month, payable in advance.
4. Commencing on the Term Commencement Date and on the same date of each
month thereafter during the Initial Term and any Renewal Term, Lessee shall pay
the Basic Rent in immediately-available U.S. funds. In addition, on the Term
Commencement Date, Lessee shall pay any accrued Interim Rent. For the purpose of
this Schedule, the Interim Period shall be the period from each Progress Payment
Date (as defined in Section 10) to the day prior to the Term Commencement Date.
5. The Equipment is to be located at 00000 Xxxxx Xxxxxx, Xxxxxx, XX.
6. Lessee shall carry public liability insurance in the amount of
$2,000,000 total liability per occurrence and casualty and property damage
insurance in an amount equal to the greater of the Casualty Value or full
replacement cost of the Equipment.
7. The Stipulated Loss Values shall be as determined by the attached
Annex A.
8. The Tax Benefits are depreciation and interest deductions. As its
depreciation method. Lessor shall use a 200% declining balance method, switching
to a straight-line method for the first taxable year for which the straight-line
method with respect to the adjusted basis as of the beginning of such year
yields a larger allowance, and assumes a recovery period of five years.
9. Software and Services. In the Equipment description above, some items
---------------------
are software (the "Software"). Lessor makes no representation or warranty
--------
relating to the Software, including without limitation any warranty of title,
patent, infringement, quiet enjoyment, description or fitness for use with
respect thereto, it being understood that Lessor does not lease or license the
Software to Lessee. On behalf of Lessee, Lessor shall pay Vendor $13,046.00 as
the license fee for the Software. Upon the occurrence of a Default, in addition
to the remedies specified in Article VI of the Agreement, Lessor shall be
entitled to direct Lessee to cease further use of the Software. Lessee hereby
agrees to immediately cease use of the Software upon receipt of such a direction
from Lessor. Lessee further agrees that the detriment which Lessor will suffer
as a result of a breach by Lessee of the obligation contained in the foregoing
sentence cannot be adequately compensated by monetary damages, and therefore
Lessor shall be entitled to injunctive and other equitable relief to enforce
this provision. Additionally, in the Equipment description above, some items are
consulting, installation, training and/or custom programming services or other
services ("Services") which Vendor will perform for the benefit of Lessee.
--------
Lessor shall pay Vendor $27,000.00 for the performance of such Services.
Lessee's obligation under Section 7.2 of the Agreement to pay Rent shall not be
affected by any inadequacy of the Software or the Services, by the bankruptcy of
the licensor of the Software or Vendor, by the failure of licensor of the
Software to support the Software, or the like. In the event of a Casualty of the
items of Equipment which are hardware, in addition to the payment from Lessee to
Lessor of the Stipulated Loss Value of such Equipment, at Lessor's option Lessee
shall (a) pay Lessor the present value of all Rent allocable to Software and
Services, or (b) continue the Lease and pay the Rent allocable to Software and
Services on a monthly basis until the end of the Initial Term.
10. Lessor may make payments ("Progress Payments") to Vendor provided (a)
no Default, or an event with which the giving of notice, passage of time, or
both, would constitute a Default,
-3-
has occurred and is continuing, (b) Lessee delivers to Lessor five (5) business
days prior to the date the Progress Payment is funded to Vendor ("Progress
Payment Date") a written instruction to pay Vendor in the form of Exhibit B
("Vendor Payment Notice"), (c) Lessee delivers to Lessor all executed documents
described in the Documents section of this Schedule, and (d) on or before April
30, 1996. Lessee delivers to Lessor a Certificate of Acceptance for all
Equipment under the Lease. Such Equipment shall be deemed fully and finally
accepted for all purposes under the Lease and the Lease shall commence for such
Equipment. If Lessee has not delivered the Certificate of Acceptance on or
before April 30, 1996, then Lessor shall be entitled to (w) terminate this
Lease, (x) re-assign to Lessee without recourse or warranty all of Lessor's
rights and obligations with respect to the Equipment and any equipment purchase
agreement between Lessee and Vendor, (y) immediately collect from Lessee the sum
of the Deposit plus interest on the Deposit from the date the Deposit was paid
at the rate of one and a half percent (1.5%) per month, and (z) collect from
Lessee any reasonable out-of-pocket expenses incurred in connection with the
Equipment or purchase thereof.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Schedule to be
executed by their duly authorized representatives on the dates indicated below.
CO-LESSEE: LESSOR:
INTERPLAY PRODUCTIONS, INC., JOINTLY AND GENERAL ELECTRIC CAPITAL COMPUTER
SEVERALLY LIABLE AS CO-LESSEE LEASING CORPORATION
By: /s/ Xxxxx Camps By: /s/ Xxxx XxXxxxxx
--------------------------------- -----------------------------
Name: XXXXX CAMPS Name: XXXX XxXXXXXX
------------------------------- -----------------------------
Title: CFO Title: REGIONAL OPERATIONS MANAGER
----------------------------- -----------------------------
Date: 4-4-96 Date: 6/18/96
------------------------------- -----------------------------
CO-LESSEE:
ENGAGE GAMES ONLINE, JOINTLY
AND SEVERALLY LIABLE AS CO-LESSEE
BY: /s/ Xxxx XxXxxxxx
----------------------------------
Name: XXXX XxXXXXXX
--------------------------------
Title: CFO
-------------------------------
Date: 4/30/96
--------------------------------
-1-
UPGRADE 1 TO EQUIPMENT SCHEDULE 6
GENERAL ELECTRIC CAPITAL COMPUTER LEASING CORPORATION ("Lessor") and
INTERPLAY PRODUCTIONS ("INTERPLAY") are parties to a Master Equipment Lease
Agreement dated as of December 14. 1994, as amended (collectively the "Lease").
This Schedule is a lease between Lessor and INTERPLAY PRODUCTIONS AND ENGAGE
GAMES ONLINE jointly and severally liable as Co-Lessees (collectively and
individually as ("Lessee")) ("I and E"). with I and E substituted for Interplay
as Lessee in the Agreement. This Schedule and the Agreement together comprise a
separate Lease between the parties. The terms and conditions of the Agreement
are hereby incorporated by reference into this Schedule (the "Lease"). All
initially-capitalized terms not defined in this Schedule shall have the meanings
ascribed to them in the Agreement.
EQUIPMENT
---------
Type/Model of Unit Extended
Manufacturer New Equipment Qty Cost Cost
------------ ------------- --- ---- --------
Cisco High Speed Serial Router Blades 3 $ 7,000.00 $21,000.00
Cisco HSSI Cables 3 $ 75.00 $ 225.00
Cisco HSSI Adaptors 3 $ 75.00 $ 225.00
Cisco 6-Port 1O Base T Router Blade (CX-E1P6) 1 $12,000.00 $12,000.00
Cisco Credit on 8 Port Serial I/F Proc 2 ($12,000.00) ($24,000.00)
GRAND TOTAL $ 9450.00
DOCUMENTS
---------
Lessee shall provide the following documents prior to the Lease
Commencement Date:
1. Executed Upgrade 1 to Equipment Schedule 6
2. Executed UCC-1 Financing Statement
3. Insurance Documentation
WARRANTIES AND REPRESENTATIONS
------------------------------
Lessee hereby represents, warrants and covenants to Lessor that:
1. Lessee is a corporation validly existing and in good standing under
the laws of the state of its incorporation, with adequate power and capacity to
enter into this Lease, documents relative to the purchase of the Equipment and
any other documents required to be delivered in connection with this Lease (the
Lease, purchase documents and other documents collectively referred to as the
"Documents"), and is qualified to do business wherever necessary to carry on its
present business and operations, including the jurisdiction(s) where the
Equipment is to be located. Lessee is not a public utility holding company or a
tax exempt corporation.
2. The Documents have been duly authorized, executed and delivered by
Lessee and constitute valid, legal, and binding agreements, enforceable in
accordance with their terms, except to the extent that the enforcement of
remedies may be limited under applicable bankruptcy and insolvency laws.
Interplay Productions and Engage Games Online -1-
3. No approval, consent or withholding of objections is required from any
federal, state or local governmental authority or instrumentality with respect
to the entry into or performance by Lessee of the Documents.
4. The entry into and performance by Lessee of the Documents will not (a)
violate any judgment, order, law or regulation applicable to Lessee, or any
provision of Lessee's Certificate of Incorporation or Bylaws, or (b) result in
any breach or, constitute a default under any agreement to which Lessee is a
party, or result in the creation of, any lien, charge, security interest or
other encumbrance upon any Equipment.
5. There are no suits or proceedings pending or threatened in court or
before any regulatory commission, board or other administrative governmental
agency against or affecting Lessee which will have a material adverse effect on
the ability of Lessee to fulfill its obligations under this Lease.
6. The Financial Statements delivered to Lessor have been prepared in
accordance with generally accepted accounting principles consistently applied
and fairly present the financial position of Lessee on and as of the date
thereof and the results of its operations for the period or periods covered
thereby. Since the date of such Financial Statements there has been no material
adverse change that would affect the accuracy of such Financial Statements.
MISCELLANEOUS
-------------
The following terms are specifically applicable to this Schedule:
1. Notwithstanding anything to the contrary in the Agreement, the Term
Commencement Date shall be August 1, 1996.
2. The Initial Term is 35 months.
3. The Basic Rent is $315.00 per month, payable in advance.
4. Commencing on the Term Commencement Date and on the same date of each
month thereafter during the Initial Term and any Renewal Term, Lessee shall pay
the Basic Rent in immediately-available U.S. funds. In addition, on the Term
Commencement Date, Lessee shall pay any accrued Interim Rent.
5. The Equipment is to be located at 00000 Xxxxx Xxxxxx, Xxxxxx, XX.
00000.
6. Lessee shall carry public liability insurance in the amount of
$2,000,000 total liability per occurrence and casualty and property damage
insurance in an amount equal to the greater of the Casualty Value or full
replacement cost of the Equipment.
7. The Stipulated Loss Values shall be as determined by the attached
Annex A.
8. Lessee hereby assigns to Lessor all of its rights under any purchase
order or agreement (the "Purchase Document") issued or executed by Lessee with
respect to the Equipment. Lessor assumes the obligation to pay the purchase
price under such Purchase Document, provided Lessee accepts the Equipment for
all purposes under the Lease. Lessee retains all other obligations under the
Purchase Document.
-2-
IN WITNESS WHEREOF, Lessor and Lessee have caused this Schedule to be
executed by their duly authorized representatives on the dates indicated below.
CO-LESSEE: LESSOR:
INTERPLAY PRODUCTIONS JOINTLY AND GENERAL ELECTRIC CAPITAL COMPUTER
SEVERALLY LIABLE AS CO-LESSEE LEASING CORPORATION
BY: [SIGNATURE ILLEGIBLE] By: /s/ Xxxx XxXxxxxx
-------------------------------- -------------------------------
Name: [SIGNATURE ILLEGIBLE] Name: XXXX XXXXXXXX
------------------------------ -----------------------------
Title: CFO Title: Regional Operations Manager
------------------------------ ----------------------------
Date: 7-19-96 Date: 7-29-96
------------------------------ -----------------------------
CO-LESSEE:
ENGAGE GAMES ONLINE, JOINTLY AND
SEVERALLY LIABLE AS CO-LESSEE
By: /s/ XXXX XXXXXXXX
--------------------------------
Name: XXXX XXXXXXXX
------------------------------
Title: CFO
-----------------------------
Date: 7/11/96
------------------------------
Interplay Productions and Engage Games Online -3-
EQUIPMENT SCHEDULE 7
GENERAL ELECTRIC CAPITAL COMPUTER LEASING CORPORATION ("Lessor") and
Interplay Productions, Inc, ("Interplay") are parties to a Master Equipment
Lease Agreement dated as of December 14, 1994 (the "Agreement"). This Schedule
is a lease between Lessor and INTERPLAY PRODUCTIONS, INC. AND ENGAGE GAMES
ONLINE, jointly and severally liable as Co-Lessees (collectively and
individually as "Lessee") ("I and E"), with I and E substituted for Interplay as
Lessee in the Agreement. This Schedule and the Agreement together comprise a
separate Lease between the parties. The terms and conditions of the Agreement
are hereby incorporated by reference into this Schedule (the "Lease"). All
initially-capitalized terms not defined in this Schedule shall have the meanings
ascribed to them in the Agreement.
EQUIPMENT
---------
Type/Model of Unit Retail Extended
Manufacturer New Equipment Qty Value Retail Value
------------ ------------- --- ----- ------------
SGI Indy Modeler, 000 Xxx X0000XX, XGE, 3 $17,000.00 $51,000.00
32MB, 4GB System Disk, 1280X1024, 20"
Monitor, Indycam includes NFS, 180MB swap
space, IRIS Annotator Insignia Softwindows,
IRIS Impressario, Webspace Author
DOCUMENTS
---------
Lessee shall provide the following documents prior to the Lease
Commencement Date.
1. Executed Equipment Schedule 7
2. Executed UCC-1 Financing Statement
3. Insurance Documentation
WARRANTIES AND REPRESENTATIONS
------------------------------
Lessee hereby represents, warrants and covenants to Lessor that:
1. Lessee is a corporation validly existing and in good standing under the
laws of the state of its incorporation, with adequate power and capacity to
enter into this Lease, documents relative to the purchase of the Equipment and
any other documents required to be delivered in connection with this Lease (the
Lease, purchase documents and other documents collectively referred to as the
"Documents"), and is qualified to do business wherever necessary to carry
on its present business and operations, including the jurisdiction(s) where the
Equipment is to be located. Lessee is not a public utility holding company or a
tax exempt corporation.
2. The Documents have been duly authorized, executed and delivered by
Lessee and constitute valid, legal, and binding agreements, enforceable in
accordance with their terms, except to the extent that the enforcement
of remedies may be limited under applicable bankruptcy and insolvency laws.
-1-
3. No approval, consent or withholding of objections is required from any
federal, state or local governmental authority or instrumentality with respect
to the entry into or performance by Lessee of the Documents.
4. The entry into and performance by Lessee of the Documents will not (a)
violate any judgment, order, law or regulation applicable to Lessee, or any
provision of Lessee's Certificate of Incorporation or Bylaws, or (b) result in
any breach or, constitute a default under any agreement to which Lessee is a
party, or result in the creation of, any lien, charge, security interest or
other encumbrance upon any Equipment.
5. There are no suits or proceedings pending or threatened in court or
before any regulatory commission, board or other administrative governmental
agency against or affecting Lessee which will have a material adverse effect on
the ability of Lessee to fulfill its obligations under this Lease.
6. The Financial Statements delivered to Lessor have been prepared in
accordance with generally accepted accounting principles consistently applied
and fairly present the financial position of Lessee on and as of the date
thereof and the results of its operations for the period or periods covered
thereby. Since the date of such Financial Statements there has been no material
adverse change that would affect the accuracy of such Financial Statements.
MISCELLANEOUS
-------------
The following terms are specifically applicable to this Schedule:
1. Notwithstanding anything to the contrary in the Agreement, the Term
Commencement Date shall be June 1, 1996.
2. The Initial Term is 36 months.
3. The Basic Rent is $1,462.50 per month, payable in advance.
4. Commencing on the Term Commencement Date and on the same date of each
month thereafter during the Initial Term and any Renewal Term, Lessee shall pay
the Basic Rent in immediately-available U.S. funds. In addition, on the Term
Commencement Date, Lessee shall pay any accrued Interim Rent.
5. The Equipment is to be located at 00000 Xxxxx Xxxxxx, Xxxxxx, XX.
00000.
6. Lessee shall carry public liability insurance in the amount of
$2,000,000 total liability per occurrence and casualty and property damage
insurance in an amount equal to the greater of the Casualty Value or full
replacement cost of the Equipment.
7. The Stipulated Loss Values shall be as determined by the attached
Annex A.
-2-
8. The Tax Benefits are depreciation and interest deductions. As its
depreciation method, Lessor shall use a 200% declining balance method, switching
to a straight-line method for the first taxable year for which the straight-line
method with respect to the adjusted basis as of the beginning of such year
yields a larger allowance, and assumes a recovery period of five years.
In witness whereof, Lessor and Lessee have caused this Schedule to be
executed by their duly authorized representatives on the dates indicated below.
CO-LESSEE: LESSOR:
INTERPLAY PRODUCTIONS, INC., JOINTLY GENERAL ELECTRIC CAPITAL COMPUTER
AND SEVERALLY LIABLE AS CO-LESSEE LEASING CORPORATION
By: /s/ XXXXX CAMPS By: /s/ XXXX XxXXXXXX
-------------------------------------- --------------------------------
Name: Xxxxx Camps Name: Xxxx XxXxxxxx
------------------------------------ ------------------------------
Title: CFO Title: Regional Operations Manager
----------------------------------- -----------------------------
Date: 5-13-96 Date: 6/26/96
------------------------------------ -----------------------------
CO-LESSEE:
ENGAGE GAMES ONLINE, JOINTLY
AND SEVERALLY LIABLE AS CO-LESSEE
By: /s/ XXXX XxXXXXXX
--------------------------------------
Name: Xxxx XxXxxxxx
-----------------------------------
Title: CFO
----------------------------------
Date:
----------------------------------
ANNEX A
to
EQUIPMENT SCHEDULE 7
Table of Stipulated Loss Values
-------------------------------
The Rent payments numbered below commence with the Term Commencement Date
and coincide with the Rent payment dates through the end of the Initial Term.
This table extends beyond the Initial Term in a similar manner to provide for
renewals and extensions beyond the Initial Term. Stipulated Loss Values are
determined by multiplying the percentage stated opposite the Rent payment
corresponding to the Rent payment date next following a Casualty or other event
requiring payment of the Casualty Value by the Unit Retail Value as stated in
the applicable Schedule.
Rent Rent
Payment Percent Payment Percent
------- ------- ------- -------
1 112.00% 19 69.83%
2 109.66% 20 67.49%
3 107.31% 21 65.14%
4 104.97% 22 62.80%
5 102.63% 23 60.46%
6 100.29% 24 58.11%
7 97.94% 25 55.77%
8 95.60% 26 53.43%
9 93.26% 27 51.09%
10 90.91% 28 48.74%
11 88.57% 29 46.40%
12 86.23% 30 44.06%
13 83.89% 31 41.71%
14 81.54% 32 39.37%
15 79.20% 33 37.03%
16 76.86% 34 34.69%
17 74.51% 35 32.34%
18 72.17% 36 30.00%
-4-
EQUIPMENT SCHEDULE 8
GENERAL ELECTRIC CAPITAL COMPUTER LEASING CORPORATION ("Lessor") and
INTERPLAY PRODUCTIONS ("INTERPLAY") are parties to a Master Equipment Lease
Agreement dated as of December 14, 1994, as amended (collectively, the "Lease").
This Schedule is a lease between Lessor and INTERPLAY PRODUCTIONS AND ENGAGE
GAMES ONLINE, jointly and severally liable as Co-Lessees (collectively and
individually as "Lessee")) ("I and E"), with I and E substituted for Interplay
as Lessee in the Agreement. This Schedule and the Agreement together comprise a
separate Lease between the parties. The terms and conditions of the Agreement
are hereby incorporated by reference into this Schedule (the "Lease"). All
initially-capitalized terms not defined in this Schedule shall have the meanings
ascribed to them in the Agreement.
EQUIPMENT
---------
Type/Model of Extended
Manufacturer New Equipment Qty Cost
------------ ------------- --- -------------
Nortel Option IIE Phone System and 6 Port Meridian Mail 1 $ 86,373.60
See attached Exhibit A
DOCUMENTS
---------
Lessee shall provide the following documents prior to the Lease
Commencement Date:
1. Executed Equipment Schedule 8
2. Executed UCC-1 Financing Statement
3. Insurance Documentation
WARRANTIES AND REPRESENTATIONS
------------------------------
Lessee hereby represents, warrants and covenants to Lessor that:
1. Lessee is a corporation validly existing and in good standing under
the laws of the state of its incorporation, with adequate power and capacity to
enter into this Lease, documents relative to the purchase of the Equipment and
any other documents required to be delivered in connection with this Lease
(the Lease, purchase documents and other documents collectively referred to as
the "Documents"), and is qualified to do business wherever necessary to carry on
its present business and operations, including the jurisdiction(s) where the
Equipment is to be located. Lessee is not a public utility holding company or a
tax exempt corporation.
2. The Documents have been duly authorized, executed and delivered by
Lessee and constitute valid, legal, and binding agreements, enforceable in
accordance with their terms, except to the extent that the enforcement of
remedies may be limited under applicable bunkruptcy and insolvency laws.
3. No approval, consent or withholding of objections is required from
any federal, state or local governmental authority or instrumentality with
respect to the entry into or performance by Lessee of the Documents.
4. The entry into and performance by Lessee of the Documents will not (a)
violate any judgment, order, law or regulation applicable to Lessee, or any
provision of Lessee's Certificate of Incorporation or
(Interplay Productions and Engage Games Online) -1-
Bylaws, or (b) result in any breach or, constitute a default under any agreement
to which Lessee is a party, or result in the creation of, any lien, charge,
security interest or other encumbrance upon any Equipment.
5. There are no suits or proceedings pending or threatened in court or
before any regulatory commission, board or other administrative governmental
agency against or affecting Lessee which will have a material adverse effect on
the ability of Lessee to fulfill its obligations under this Lease.
6. The Financial Statements delivered to Lessor have been prepared in
accordance with generally accepted accounting principles consistently applied
and fairly present the financial position of Lessee on and as of the date
thereof and the results of its operations for the period or periods covered
thereby. Since the date of such Financial Statements there has been no material
adverse change that would affect the accuracy of such Financial Statements.
MISCELLANEOUS
-------------
The following terms are specifically applicable to this Schedule:
1. Notwithstanding anything to the contrary in the Agreement, the
Lease Commencement Date shall be on or before August 1, 1996 and the Term
Commencement Date shall be September 1, 1996.
2. The Initial Term is 48 months.
3. The Basic Rent is $1,951.00 per month, payable in advance.
4. Commencing on the Term Commencement Date and on the same date of
each month thereafter during the Initial Term and any Renewal Term, Lessee shall
pay the Basic Rent in immediately-available U.S. funds. In addition, on the
Term Commencement Date, Lessee shall pay any accrued Interim Rent.
5. The Equipment is to be located at 00000 Xxxxx Xxxxxx, Xxxxxx, XX
00000.
6. Lessee shall carry public liability insurance in the amount of
$2,000,000 total liability per occurrence and casualty and property damage
insurance in an amount equal to the greater of the Casualty Value or full
replacement cost of the Equipment.
7. The Stipulated Loss Values shall be as determined by the attached
Annex A.
8. The Tax Benefits are depreciation and interest deductions. As its
depreciation method, Lessor shall use a 200% declining balance method, switching
to a straight-line method for the first taxable year for which the straight-line
method with respect to the adjusted basis as of the beginning of such year
yields a larger allowance, and assumes a recovery period of five years.
9. Lessee hereby assigns to Lessor all of its rights under any purchase
order or agreement (the "Purchase Document") issued or executed by
Lessee with respect to the Equipment. Lessor assumes the obligation to pay the
purchase price under such Purchase Document, provided Lessee accepts the
Equipment for all purposes under the Lease. Lessee retains all other obligations
under the Purchase Document.
-2-
IN WITNESS WHEREOF, Lessor and Lessee have caused this Schedule to be
executed by their duly authorized representatives on the dates indicated below.
CO-LESSEE: LESSOR:
INTERPLAY PRODUCTIONS, JOINTLY AND GENERAL ELECTRIC CAPITAL COMPUTER
SEVERALLY LIABLE AS CO-LESSEE LEASING CORPORATION
By: /s/ Xxxxx Camps By:_______________________________
---------------------------------------
Name: Xxxxx Camps Name:_____________________________
------------------------------------
Title: CFO Title:____________________________
-----------------------------------
Date: 8-25-96 Date: ____________________________
------------------------------------
CO-LESSEE:
ENGAGE GAMES ONLINE, JOINTLY AND
SEVERALLY LIABLE AS CO-LESSEE
BY: /s/ Xxxx XxXxxxxx
--------------------------------------
Name: Xxxx XxXxxxxx
------------------------------------
Title: CFO
------------------------------------
Date: 8/15/96
-----------------------------------
-3-
ANNEX A
to
EQUIPMENT SCHEDULE 8
Table of Stipulated Loss Values
-------------------------------
The Rent payments numbered below commence with the Term Commencement Date
and coincide with the Rent payment dates through the end of the Initial Term.
This table extends beyond the Initial Term in a similar manner to provide for
renewals and extensions beyond the Initial Term. Stipulated Loss Values are
determined by multiplying the percentage stated opposite the Rent payment
corresponding to the Rent payment date next following a Casualty or other event
requiring payment of the Casualty Value by the Extended Cost as stated in the
applicable Schedule.
Rent Rent
Payment Percent Payment Percent
------- ------- ------- -------
1 112.00% 25 72.68%
2 110.36% 26 71.04%
3 108.72% 27 69.40%
4 107.09% 28 67.77%
5 105.45% 29 66.13%
6 103.81% 30 64.49%
7 102.17% 31 62.85%
8 100.53% 32 61.21%
9 98.89% 33 59.57%
10 97.26% 34 57.94%
11 95.62% 35 56.30%
12 93.98% 36 54.66%
13 92.34% 37 53.02%
14 90.70% 38 51.38%
15 89.06% 39 49.74%
16 87.43% 40 48.11%
17 85.79% 41 46.47%
18 84.15% 42 44.83%
19 82.51% 43 43.19%
20 80.87% 44 41.55%
21 79.23% 45 39.91%
22 77.60% 46 38.28%
23 75.96% 47 36.64%
24 74.32% 48 35.00%
-4-
EXHIBIT B
Type/Model of
Manufacturer New Equipment Qty
------------ ------------- ---
Nortel Option 11E Phone System and 0 Xxxx Xxxxxxxx Xxxx 0
Xxxxxx X0000XX Standard Business w/Display 21
Nortel M2616 Performance Plu Tel w/Display 21
Nortel DTI/PRI Package 1
Nortel Verilink ESF/CSU W/20' Power Cable 2
Nortel Analog Message Waiting Line Card 3
Nortel Universal Trunk Card 2
Nortel Clock Controller Card 1
Nortel Power Connector Kit 1
Nortel Xxxx 4 Channel Announcer 1
Nortel AC Converter 1
Nortel Digitial Line Card 1
Nortel C25 Voice Processor Card 2
Nortel Meridian Mail Card Option 2-6 Ports 1
Nortel Meridan Mail Voice User Guide 2
Nortel Option 11E First Expansion Cabinet Package 1
Nortel Pre-Printed Feature Key Cap Package 42
Nortel Meridian Modular Telephone User Guide 2
Nortel Power Failure Transer Unit 1
Nortel Mat Administration Module 1
Nortel Mat Single Site Common Services 1
Nortel 25 Pair F/M 75' Cable 10
Nortel 25' Mount Cords 42
Nortel Quad-Jacks 20
Nortel Face-Plates 20
Nortel Wire Management Panel 8
Nortel Add'l Labor 0
Xxxxxx Xxxx-xxxx Xxxxxx 00
Xxxxxx X0000XX 0
Xxxxxx X0000 0
Xxxxxx X0000XX 10
Nortel CSU/DSU 1
Nortel CSU/DSU 1
AMENDMENT NO. 1
TO EQUIPMENT SCHEDULE 8
This Amendment No. 1 is made as of December 30, 1996, by and between
GENERAL ELECTRIC CAPITAL COMPUTER LEASING CORPORATION ("Lessor) and INTERPLAY
--------
PRODUCTIONS ("Lessee"). Lessor and Lessee are parties to Equipment Schedule 8 to
------
Master Equipment Lease Agreement dated December 14, 1994 (collectively, the
"Lease"). The parties hereby amend the Lease as set forth herein.
-----
1. EQUIPMENT SECTION Delete "$86,373.60" and replace with "$103,239.60."
2. RENT SECTION is deleted and replaced with the following:
" The Basic Rent is $2,502.68 per month, payable in advance."
Except as specifically modified herein, all other terms and conditions of
the Lease shall remain unchanged.
IN WITNESS WHEREOF, the undersigned have executed this Amendment effective
as of the date first above written.
LESSEE: LESSOR:
CO-LESSEE: GENERAL ELECTRIC CAPITAL COMPUTER
Interplay Productions jointly and LEASING CORPORATION
severally liable as Co-Lessee
By: /s/ Xxxxx Camps By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------- --------------------------------
Name: XXXXX CAMPS Name: XXXXXX X. XXXXXXX
Title: CFO Title: Senior Account Specialist
LESSEE:
CO-LESSEE:
GAMES ONLINE, INC., JOINTLY AND SEVERALLY LIABLE
AS CO-LESSEE
By: /s/ Xxxx XxXxxxxx
----------------------------------
Name: XXXX XxXXXXXX
TITLE:
Prior to complete execution of Equipment Schedule 8, as amended, the
parties agreed instead to execute Equipment Schedule 9, which follows.
EQUIPMENT SCHEDULE 9
GENERAL ELECTRIC CAPITAL COMPUTER LEASING CORPORATION ("Lessor") and INTERPLAY
PRODUCTIONS, ("INTERPLAY") are parties to a Master Equipment Lease Agreement
dated as of December 14, 1994, as amended (collectively, the "Lease"). This
Schedule is a lease between Lessor and INTERPLAY PRODUCTIONS AND ENGAGE GAMES
ONLINE, jointly and severally liable as Co-Lessees (collectively and
individually as ("Lessee")) ("I and E"), with I and E substituted for Interplay
as Lessee in the Agreement. This Schedule and the Agreement together comprise a
separate Lease between the parties. The terms and conditions of the Agreement
are hereby incorporated by reference into this Schedule (the "Lease"). All
initially-capitalized terms not defined in this Schedule shall have the meanings
ascribed to them in the Agreement.
EQUIPMENT
---------
GROUP A:
Type/Model of Extended
Manufacturer New Equipment Qty Cost
------------ ------------- --- ---------
Nortel Option 11E Phone System and 6 Port Meridian Mail 1 $103,239.60
(See Attached Exhibit 1)
GROUP B
Type/Model of Extended
Manufacturer New Equipment Qty Cost
------------ ------------- --- ---------
Nortel Phone System Upgrades 1 $37,350.00
(See Attached Exhibit 2)
DOCUMENTS
---------
Lessee shall provide the following prior to the Lease Commencement Date:
1. Executed Equipment Schedule 9
2. Executed UCC-1 Financing Statement
4. Insurance Documentation
WARRANTIES AND REPRESENTATIONS
------------------------------
Lessee hereby represents, warrants and covenants to Lessor that:
1. Lessee is a corporation validly existing and in good standing under the
laws of the state of its incorporation, with adequate power and capacity to
enter into this Lease, documents relative to the purchase of the Equipment and
any other documents required to be delivered in connection with this Lease (the
Lease, purchase documents and other documents collectively referred to as the
"Documents"), and is qualified to do business wherever necessary to carry on its
present business and operations, including the jurisdiction(s) where the
Equipment is to be located. Lessee is not a public utility holding company or a
tax exempt corporation.
2. The Documents have been duly authorized, executed and delivered by
Lessee and constitute valid, legal, and binding agreements enforceable in
accordance with their terms except to the extent that the enforcement of
remedies may be limited under applicable bankruptcy and insolvency laws
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3. No approval, consent or withholding of objections is required from any
federal, state or local governmental authority or instrumentality with respect
to the entry into or performance by Lessee of the Documents.
4. The entry into and performance by Lessee of the Documents will not (a)
violate any judgment, order, law or regulation applicable to Lessee, or any
provison of Lessee's Certificate of Incorporation or Bylaws, or (b) result in
any breach or, constitute a default under any agreement to which Lessee is a
party, or result in the creation of, any lien, charge, security interest or
other encumbrance upon any Equipment.
5. There are no suits or proceedings pending or threatened in court or
before any regulatory commission, board or other administrative governmental
agency against or affecting lessee which will have a material adverse effect on
the ability of Lessee to fulfill its obligations under this Lease.
6. The Financial Statements delivered to Lessor have been prepared in
accordance with generally accepted accounting principles consistently applied
and fairly present the financial position of Lessee on and as of the date
thereof and the results of its operations for the period or periods covered
thereby. Since the date of such Financial Statements there has been no material
adverse change that would affect the accuracy of such Financial Statements.
MISCELLANEOUS
-------------
The following terms are specifically applicable to this Schedule:
1. The Term Commencement Date shall be May 1, 1997.
2. The Initial Term is 48 months.
3. The Basic Rent for months 1 through 12 is $2,508.68.00 per month and
for months 13 through 48 $4,200.00 per month, payable in advance.
4. Commencing on the Term Commencement Date and on the same date of each
month thereafter during the Initial Term and any Renewal Term, Lessee shall pay
the Basic Rent in immediately- available U.S. funds. In addition, on the Term
Commencement Date, Lessee shall pay any accrued Interim Rent.
5. The Equipment is to be located at 00000 Xxxxx Xxxxxx, Xxxxxx, XX
00000.
6. Lessee shall carry public liability insurance in the amount of
$2,000,000 total liability per occurrence and casualty and property damage
insurance in an amount equal to the greater of the Casualty Value or full
replacement cost of the Equipment.
7. The Stipulated Loss Values shall be as determined by the attached
Annex A.
8. The Tax Benefits are depreciation and interest deductions. As its
depreciation method. Lessor shall use a 200% declining balance method, switching
to a straight-line method for the first taxable year for which the straight-line
method with respect to the adjusted basis as of the beginning of such year
yields a larger allowance and assumes a recovery period of five years.
9. Lessee hereby assigns to Lessor all of its rights under any purchase
order or agreement (the "Purchase Document") issued or executed by Lessee with
respect to the Equipment. Lessor assumes the obligation to pay the purchase
price under such Purchase Document, provided Lessee accepts the Equipment for
all purposes under the Lease. Lessee retains all other obligations under the
Purchase Document.
-2-
10. The Equipment listed on Exhibit 1 to this Schedule is currently leased
under Equipment Schedule 8 between the parties ("Early Renewal Lease"). Lessee
has elected to early renew the Equipment identified on Exhibit 1 ("Early
Renewal Equipment"). Effective May 1, 1997, the terms and conditions of this
Schedule shall supersede in all respects those on the Early Renewal Lease
regarding the Early Renewal Equipment, except for those obligations that would
ordinarily survive a Lease. Also, Lessee confirms to Lessor that the Early
Renewal Equipment is installed, in service and accepted for the purposes of this
Lease. The Equipment listed on Exhibit 2 to this Schedule is new Equipment which
must be accepted by the Lessee no later that May 1, 1997.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Schedule to be
executd by their duly authorized representatives on the dates indicated below.
CO-LESSEE: LESSOR:
INTERPLAY PRODUCTIONS, JOINTLY AND GENERAL ELECTRIC CAPITAL COMPUTER
SEVERALLY LIABLE AS CO-LESSEE LEASING CORPORATION
By: /s/ Xxxxx Camps By: /s/ Xxxxx Xxxxxxxx
-------------------------------------- ------------------------------
Name: Xxxxx Camps Name: Xxxxx Xxxxxxxx
------------------------------------ ----------------------------
Title: CFO Title: Deal Team Manager
----------------------------------- ---------------------------
Date: ?/7/97 Date: 5-29-97
------------------------------------ ---------------------------
CO-LESSEE:
ENGAGE GAMES ONLINE, JOINTLY AND
SEVERALLY LIABLE AS CO-LESSEE
By: /s/ Xxxx XxXxxxxx
-------------------------------------
Name: Xxxx XxXxxxxx
-----------------------------------
Title: COO
-----------------------------------
Date: 5/5/97
------------------------------------
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AMENDMENT
TO
MASTER EQUIPMENT LEASE AGREEMENT
AND
EQUIPMENT SCHEDULES 1, 2, 3, 4, 5, 6 & 7
This Amendment to Master Equipment Lease Agreement and Equipment Schedules
1, 2, 3, 4, 5, 6 & 7 ("Amendment") is entered into as of May 22, 1996 by and
among General Electric Capital Computer Leasing Corporation ("Lessor") and
Interplay Productions ("Lessee"). The purpose of this Amendment is to amend the
Master Equipment Lease Agreement dated as of December 14, 1994 (the "Lease
Agreement") and Equipment Schedules 1, 2, 3, 4, 5, 6 & 7 to the Lease Agreement
dated December 14, 1994 between the parties. Unless otherwise defined herein all
initially-capitalized terms shall have the meanings given to them in the Lease
Agreement. The Lease Agreement and Equipment Schedules 1, 2, 3, 4, 5, 6 & 7 are
hereby amended as follows:
The Lease Agreement and Equipment Schedules 1, 2, 3, 4, 5, 6 & 7 are hereby
amended to correct Lessee's name to "Interplay Productions". For purposes of the
Lease Agreement and Equipment Schedules 1, 2, 3, 4, 5, 6 & 7, all of Lessee's
rights and obligations shall remain the same except that Lessee's correct
corporate name is "Interplay Productions". All future Leases executed by Lessee
shall reference such name.
In Witness Whereof, the parties have caused this Agreement to be executed
by their duly authorized representatives as of the date first above-written.
LESSEE: LESSOR:
Interplay Productions General Electric Capital Computer
Leasing Corporation
By: /s/ Xxxxx Camps By: /s/ Xxxx X. Xxxxxx
-------------------------- ---------------------
Name: Xxxxx Camps Name: Xxxx X. Xxxxxx
Title: CFO Title:
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